The Spectacular Spider-Man Season 3
by Redsliver
Summary: Spider-man has killed Norman Osborn. Everything in Peter Parker's life seems to have turned against him. Now, he has to deal with the consequences of his actions and his decisions. It might be a little easier if all the women in his life weren't throwing him around worse than Rhino ever did.
1. Accounting 301: In The Black

Another night, another punk. Smoke billowed out from the hood of an old rustbucket SUV as its wheels tried to force their way through thoroughly dried webbing. Three robbers with handguns and a pillowcase full of twenty dollar bills were splotchy with the destroyed corner ATM's ink-trap. Spider-man dropped down onto the roof of their getaway vehicle.

"It's the webhead!" Panicked the shortest member from the back seat. Spidey weaved and dodged, eventually flipping to the sidewalk as bullets ripped through the roof of the car.

"Now, now, now, those are not toys," Spider-man admonished. He had landed on his hands and with his proportionate spider strength he rebounded feet first through the back window of the SUV. Thwip, thwip, thwip. He twisted mid flight, breaking through a second window and landing out on the street, with just enough time to leap back onto the roof and out of traffic. The shriek of a minivan's horn followed him. The backseat shooter was pinned down. The front two flung open their doors. The driver side door was clipped by a Ford swerving wildly as it passed by and was sheared from its hinges. The cars began piling up, effectively walling in the driver.

"Don't kill me!" Shrieked the driver as he threw his hands over his head. Three strings of web bound him tightly to the bucket seat. Spidey harrumphed at the driver and turned to the third man. He had his gun and his pillowcase. He weaved around a hot dog stand. It was half a heartbeat before Spider-man swung over his head to drop on the sidewalk next to him.

"A pillow fight and here I forgot my spider-jammies!" Thwip thwip. Spider-man pinned the gun hand to the robber's chest and attached another web to his foot. The man shrieked as he was flipped and strung up from an overhanging flagpole on the building above the street. Spider-man caught the dropped pillowcase of money nonchalantly.

Across the street and several stories overhead perched the Black Cat. She watched the webhead with a thin lipped grimace. With a sneer and a click she shut down the magnifiers in her mask. Two green and orange lens slid away from her blue eyes. For two weeks she had been assessing the Spider-man. She knew how he moved, knew how he joked and how he fought. She knew he was super-powered. The hot desire for revenge had cooled but remained insistent. She had nightmares of her father dying in prison. She had other dreams about the Spider. She played with him like a puppet until one by one his threads broke and he went tumbling to the street below. She was angry but she still knew that she wanted the Spider almost as much as she wanted to hurt him. She had watched him move, he filled that costume beautifully. Cat purred, if she was strong enough, maybe she could have it all.

The police cruiser rolled lazily through Hell's Kitchen. For the first time since the Green Goblin's death, violence and robbery seemed in a lull. Sergeant Stan Carter was bone tired. Officer Jean DeWolff was craving a cigarette, a post-coital cigarette preferably. She had quit smoking almost four years ago. The cravings had never quit, especially not on a night like this. A calm night lately was just holding its breath. A calm night just couldn't last.

The staccato of small handguns sent Carter's finger to the lights and sirens. DeWolff called for backup. A half block from their location were two unlucky teenaged gangbangers slumped up against an old brick home. In the distance a car sped down the street. Four in the morning and traffic was nonexistent. Carter was about to give chase while DeWolff called for an ambulance. Another police cruiser rushed out of a side street and cornered the fleeing car. Brakes screeched and a Daily Bugle paper dispenser was crushed beneath the bumper of the fleeing car as it came to an abrupt stop on the sidewalk. The driver and shooter were quickly subdued with no more gunfire.

Twenty five minutes later and DeWolff climbed into the cruiser. She handed Carter a steaming cup of coffee. "Hell of a night," She said. The two gunshot victims had been rushed to hospital with hopeful prognosis. It was one of their better nights.

"It'll be worse in the morning. All the damned paperwork because some stupid kids were on the wrong damned corner." Carter snarled. "I never thought I'd miss organized crime." He slurped his coffee. Jean wanted to voice her disgust, but she let her partner continue after a moment. "When the Big Man ruled, the punks had someone to be scared of. Someone they had to answer to. During the Goblin's three weeks of chaos you could tell the criminals from the taxpayers by the pumpkin masks. Throw in the webhead and we only had to mop up vandalism and theft and the occasional not-so-wise-guy in the East River." He took another draft. "Now, Goblin's dead, Lincoln's buried in red tape, and Silvermane's too old to be a has-been. With no hand on the reins, these scumbag idiot kids think they're going to make a name for themselves. Midtown's become a battlefield. Brooklyn's all but on fire. Hell's kitchen is running red. It's open goddamned season. Not in my city, DeWolff. By God, not in my city."

"We're doing our best, Stan," DeWolff reproved. "We're half dead on our feet and we're still cleaning up the city. This crime wave can't go on forever, sooner or later the price for these little turds will rise too high. It's going to get better."

"How can you be so sure?" Carter put the coffee cup into the cup holder and reclined back. He never could get a cruiser's seat into a comfortable position with the hard plastic shield behind his headrest.

"The punks might not have the fear The Big Man instilled but they don't have the protection either. They're quickly going to learn how heavy handed the law can be." DeWolff started on her coffee.

"Not heavy enough," Muttered Carter. He pulled out into the street, a cloud of anger settling on his mind. DeWolff drummed her fingers on the passenger door's handle. Stan was getting worse. These conversations had occurred every night for the past six shifts. He had been volunteering for these late night patrols. The pair of them had been afternoon and evening cops for nearly two years now. This was the beat they had when she was still a rookie. She worried, it was written on her face. The foul things she'd have done right then and there for a cigarette.

It was the hour before sunrise and the city that never sleeps was living up to its press. Zipping across skyscraper roofs, a silhouette of a remarkable creature swung swiftly above the city's early risers. Another line was shot into the bottom of window washer's platform. No worker meant no one was startled as it vibrated precariously. Falling into a roll the silhouette rose up undamaged and with little loss of momentum. Thirteen steps and the silhouette dove off the edge of the building. The line shot up after the descent and gripped the ledge.

"Hello Blackie," Purred the Black Cat as she rappelled down in front of the mustachioed bookie.

"Oy, Kitty-Kat," Gaxton squeezed the bridge of his nose, "I was hoping to make my way to bed. Can whatever your fencing wait until sundown?"

"Not quite," Cat reached out and touched her razor tipped claw to Gaxton's o'clock am stubble. "And I'm not selling, I'm buying."

"Buying what?" In spite of his tiredness the bookie raised his eyebrow.

"Power." She purred, it was hard to keep one's eyes off of a determined Black Cat.

"I don't follow, kid," Blackie stepped back. Not out of reach, a kick of her leather clad leg would swing her right into a slash of open throat, but far enough that she'd need more than a lazy flick of her wrist.

"Word about town is that you had your hand in the whole Molten Man incident." Cat remembered the bronze flame thrower from her aggravating attempt to free her father from prison. "I want that kind of power."

"Ah," Blackie settled his gaze on hers, "And even if I have the right connections, why'd I ally myself with Spider-man's pretty kitty?"

The scowl on her face raised the hair Blackie's neck. Black Cat spoke in a lioness growl, "Spider-man, I am through with that do-gooder. The next time he crosses my path, his luck runs out. I need the power to assure that spider gets stepped on."

"Oh, ho ho ho," Blackie drew on a sinister grin, "I'll make a phone call. Meet me tonight at the Curt Connors' old lab. You know where it is, right?"

"I've been there before," Cat recalled her first meeting with Spider-man. Her traitorous blood warmed at the memory, her heart filled with ice. "I'll be there at 10 pm sharp."

"Always a pleasure, Kitty-Kat," Blackie snarled his sarcasm.

"The pleasure's all mine, Gaxton." With a flick of her left hand her grapnel gun's rewind motor kicked in with a high pitched whir. The Black Cat rose quickly into the swelling pink of the rising sun.

"You're to be there at 8pm sharp!" Jolly Jonah's curt orders were followed by an immediate hangup. Peter Parker sighed and slumped against his locker. He was not looking forward to this assignment. Ned Lee had convinced him it was a follow up story to the Green Goblin. An albatross with the weight of the world around Peter Parker's neck. He was due at some swanky shindig where scavengers and backstabbers were going to claw and snap over the scraps left by the death of Norman Osborn. He was going to be taking pictures of the widowed Emily Osborn with all the predators of the corporate world. Worse, he was going to have to watch Gwen with Harry. He loved her, hell, Peter loved Harry. Gwen had chosen Harry to protect him from himself.

Peter was lost and lonely. Neither, Harry nor Gwen seemed to have the time to spend with him and, after his extremely public breakup with Liz, it seemed the whole school had turned on him. Sally's cutting remarks were more verbal, more often. Not that she had showed much restraint during his three month relationship with Miss Allan, but it seemed Peter's first crush believed she had to make up for lost time. Flash and Kenny were resurrecting their juvenile attempts to make him look foolish. Sha Shan's influence tamed Eugene but Glory let loose King Kong's leash as a show of support for Liz. And while neither bully was particularly mean spirited, Peter's spider-sense tingled at least three times a day.

"You're looking morose, tiger," MJ fell into step beside Peter's trudging gait. Her aura as a fun seeking free spirit had become muted since Mark's imprisonment. She seemed to be the only person that had backed Peter after his and Liz's breakup. She and Glory were friends but it seemed pressure was building to sever the cool kid crowd from the redhead.

"Oh, hey Red," Peter greeted in a tone to match his frown.

"What's the matter?" She tugged him down a hallway away from his English class.

"Well for starter's, the best looking redhead I ever met is attempting to make me cut class." Peter smirked. MJ laughed back.

"If that's your biggest problem..." She trailed off with an inaudible giggle. The pair left M3 through the backdoors and out across the teacher's car park. The lot was empty.

"I don't usually cut class," Peter wasn't objecting.

"You miss class all the time, and when you do show up you're usually late." MJ sneered.

"Unavoidable incidents," Peter adopted a falsely sarcastic manner. His life as Spider-man was mostly responsible for his poor attendance, but better to play the miscreant truant than to endanger others with his secret identity. "My life is just that exciting."

"I'll bet," MJ's tone matched Peter's. It was the first true smile he had seen on her since February. She switched to serious, "But the Spider-man picture hunting's got to be fun."

"Except when I get half buried in trash," Peter recalled his first battle with Shocker. It still amazed him that all of this had happened in the last year. In fact the anniversary of his spider-bite was less than one month away. All the memories of Uncle Ben and Norman Osborn flooded back into him. He fell into a depression.

MJ attempted a few more conversations as they marched down to the Silver Spoon. Each one ended in she or Peter's collapsing happiness. Parker's money troubles were legendary. MJ didn't hesitate to order their two cappuccinos with enough whip, chocolate and additives that they were closer to candy bars than coffees. They found a secluded booth in the corner. When they were seated across from each other and out of the view and interest from the rest of the store Mary Jane Watson opened up.

"They won't let me in to visit Mark." She said, the foam on Peter's lip tugged a half smile to her lips before she continued. "His lawyers said they were lucky to arrange visitations from Mark's immediate family, his high school girlfriend," she sneered the words, "doesn't amount to much of anything."

There were several self destructive meanings to her comment and Peter managed a rare moment of insight picking up on them.

"Come on, MJ," Peter reached across and took her hand. She was trembling, unwilling to let herself cry. Spider-man solved problems, Peter wasn't equipped to just be a good friend and listener. He wanted to help but there was no way he could get her in to see Mark. Instead, he just aimed to cheer her up. "I'm sure Mark knows you tried to get in to see him. I'm sure he knows you care." MJ's intensity as she listened was intimidating. Peter would've rather stared down the Rhino but he kept talking. He didn't realize what he was saying. "I have to go take pictures at some fancy corporate shindig tomorrow night. You should come with me, we could dress up, raid the buffets and spreads. Dance. Just have a good time."

"Yeah?" Mary Jane perked up. She had been instrumental in Peter and Gwen's admission of love. It hurt her to see Gwen still with Harry. Not that Harry wasn't a great guy. It seemed to MJ that she was appending too many of her thoughts with "Not that Harry wasn't a great guy." She knew Peter would rather be going to this thing with Gwen. She knew she'd rather be spending the night with Mark. "I'd love to go."

"I have to be there for 8pm, or I could get fired..." Peter explained.

"Is J Jonah Jameson going to be there?" MJ had heard several of Peter's overinflated horror stories of "Jolly Jonah" she was feeling excited to meet him.

"Possibly, but I'm working Ned Lee." It was a follow up to the Goblin story, but Peter didn't want to talk about that. "Harry's going to be there, Gwen too probably."

"Oh," MJ considered. Truth be told she needed this. She was the fun loving girl, the party girl. She knew too many people considered her a flake but Mark hadn't and Peter definitely did not. She needed a night out, to let loose. "I'll go. Pick you up at 7:30?"

"You're picking me up?" Peter asked, realizing only now that taking a date meant he wasn't going to be swinging his way across town to Oscorp.

"You can't drive, tiger," Mary patted Peter's hand this time. Her voice suggested she was explaining something to a senile grandparent. Her smile tugged at her lips as she tried to appear consoling. "I'll have to check if I can borrow Aunt Anna's car. I'm sure she'll let me." MJ suppressed the idea of asking her dad. Her life had enough drama without stirring that pot. "Do we have to go back today? I've got some things I want to do and you're just the guy to do them with." The sheer impishness of her smile couldn't have been matched by anyone. Peter remembered why he always got so fuzzy headed when he lost himself in her green eyes.

"Yeah, I can miss history, but I do have to get to ESU for my intern shift."

"Great, that means I got you for almost two hours. Do you know what we can do with two hours?"

Peter's mental guess flushed his cheeks. MJ smacked his shoulder with a smile. She dragged him by the wrist after he trashed their coffee cups.

"You missed history," Gwen was waiting for Peter on the steps of Dr. Warren's lab. They were both a few minutes early. Peter had bid good-bye to MJ only minutes before. He was wearing an uncommon smile. The lab was one of the few places where he got a chance to talk to Gwen. It made up for the recent loss of the Doctors Connors.

"It's kind of hard to have been there for the fall of Rome," Peter smirked flippantly. Gwen shared a sad smile.

"I got your homework," Gwen told him dutifully. Peter thanked her. The pair pushed in through the door. There were cubby lockers for their book bags and labcoats. They mechanically fell into their coats and routines. First and foremost they had to keep the lab clean. They picked up their spray bottles and cloths.

"Good afternoon Miss Stacy. Mr Parker." Doctor Miles Warren rushed passed them on his way to one of the work benches. The speed at which he walked and the curt, perfunctory, yet present, formality suggested that he was onto something big. He shoved a slide under a microscope and demanded: "Miss Whitman could you bring me another sample."

"Hi Debra," Peter waved as the attractive sophomore strode past him and Gwen with silence. "Guess Doc Connors was wrong, perhaps she just doesn't prefer Peter."

"Oh, Peter," Gwen moaned sarcastically, she squeezed his shoulder and headed over to the lab animal cages.

"Mr Parker," Doctor Warren ordered without removing his eye from the slide, "Two white rats, please."

Parked obeyed, picking one of the portable wire cages. The rodent inmates were both adult females. He said as much as he put them down beside the microscope. "That'll do fine," Warren declared. He picked out one of his rats as Debra arrived and handed him a pink filled syringe. The label surprised Peter.

"Are those the Jupiter Spores that infected John Jameson?" He asked surprised.

"Indeed," Miles Warren ignored or missed Peter's tone and provided an academic, if arrogant, explanation. "They've been desiccated with poor nutrition and electricity. We are now seeing the effects of the weakened growth stimulant on rats." Peter thought the idea dangerous, but stepped back. Miles Warren and Doctor Connors had both taken risks and had both made fantastic discoveries for science and for mankind. The rat squirmed as he was injected with 0.2 cc of the Jupiter Spores.

Warren and Peter stepped back to watch. Gwen Stacy and Debra Whitman continued their own duties in the lab. It was only minutes before the first effects were seen. The uninjected rat was squeaking and clawing at the cage. The test subject was rolling its hackles and snuffling around, it was swelling, growing bigger around the haunches and shoulders. Muscles rippled under short white fur. Peter was on edge, expecting his spider-sense to set off like a fire alarm and the rat to triple in size and leap through the flimsy steel wire that formed the rat's cage. He was overly sensitive.

It was after ten minutes that an equilibrium had been reached. The panicked rat had calmed down and taken her scratched up claws from the bars. The test rat had grown about fifteen percent in mass. It was walking around and acting like a normal rat. Peter let out a breath and Warren excused himself for a giggle of childlike wonder. "This is amazing Doc!"

The control rat approached the test rat and as soon as the smaller sniffed the larger, the test rat attacked. She squealed in something that sounded like glee and killed her cellmate. Peter's heart sank.

"A growth rate occurred at rapid rate..." Unconcerned with the fate of the smaller rat Warren recorded his observations into a small recorder. Peter felt sick to his stomach. "...and heightened levels of aggression."

"Mr Parker, please, dispose of the sample." Warren walked away from the rat cage and back to his first workstation. Debra walked over with him, silently and instinctually adjusting knobs before Warren asked for it. Peter sighed. He carried the rat cage over to a glass fume hood and closed the window shut.

"This is always the worst part," Gwen stood next to Peter as he released the neo-atropine. She was right.

"That's fine Ms. Whitman," Doctor Warren was washing his hands, "You go on home, I'll be off shortly." His high school interns had left at 8pm. He had made amazing progress today and he was going to make considerable money tonight. Debra waved good night and Doctor Warren was alone.

"Good evening, Doc," Minutes later Blackie Gaxton entered the lab like he owned the place. He was dressed in a three hundred dollar suit and a million dollar grin. "I trust you're ready to receive the lady."

"Things are prepared." Doctor Warren announced, "And where is our guest?"

The beautiful young woman stepped out of the shadows from behind the doctor. "I'm here." Her face was obscured by her mask but her body was all but revealed in her fur trimmed catsuit. The zipper hung low revealing a generous amount of cleavage. Doctor Warren turned without the slightest hint of startlement or surprise.

"Excellent." He grasped his hands behind his back reaffirming the revolver he wore under his labcoat. "You understand the expense of this procedure?"

"I do." She moved like liquid sex, walking around Warren to look at Gaxton. "You can provide the benefits I'm looking for?"

"Of course," Warren assured her, "But I'm looking for more than research money."

"Oy, Doc! This isn't what we agreed upon."

"You'll still get your share Mr Gaxton." Warren kept his eyes on the cat burglar.

"What is it you're asking for?" Cat normally preferred the game and flirtation of negotiation, but she was impatient, heartbroken and in poor company.

"I require you to acquire a sample of Spider-man's DNA. Blood would be preferred."

"It just so happens, Doc," Cat smiled ravishingly, "That I am out for Spider-man's blood."

"Then we have our bargain." Warren offered his hand and Cat shook it. "Mr Gaxton, the woman should have her privacy for the procedure."

"Yeah, well, my brokerage fees are still due." Gaxton shrugged.

"The money's right here." Cat swayed over to where she had appeared so many moments ago and lifted a steel bound briefcase. There was a quarter of a million dollars within. Gaxton took it from her and moved into Warren's office to count it. When the blinds were pulled, Warren turned to Black Cat.

"You'll need to remove your top, I want to check your vitals before the injection." Cat hopped up on the black counter of the cleared workbench. She unzipped down to her navel and slipped her hands from her gauntlets and sleeves. Her skin was fair and gorgeous, her platinum hair fell strikingly around her flirtatious grin. Warren looked on her clinically. She was one of the best specimens of femininity he ever lay eyes upon. The breasts contained within her black strapless bra were unparalleled. He silently thanked that she had opted against his mammalian mutagen.

She shivered as his cold stethoscope was pressed over her breasts and against her back. The thermometer left a metallic taste under her tongue. The bright light in her eyes made her blink. After a few more cursory tests Warren announced that she was a specimen of health.

"So we can move on to the main event?" Cat demanded impatiently.

"Of course." Warren picked up his injection gun and two vials of liquid, the first was a pale pink and labeled Jupiter the second was an effervescent green and labeled nanobots. Cat allowed the gun on her upper arm as the green and then the pink were injected into her. After touching up the rivulet of blood with a cotton swab and a Band-Aid, Warren instructed Cat that she could dress herself once more.

"I don't feel any different," She announced as the zipper rose up higher than usual on her chest. She cricked her neck and rolled her shoulders. She wiggled her toes and arched her back. Nothing.

"The nanobots keep the enhancers suppressed," Warren said with a presumptuous smile. He pulled a small black controller from his pocket. It looked like a garaged door opener with the button painted as red as a rocket's self destruct. Cat let out a surprised howl. Doctor Warren had pressed the button.

Cat leapt to her feet, landing an unexpected twelve inches further from the table. Her body swelled under the catsuit, she grew an inch in height, struggling for breath she had to unzip her breasts. Everything was bigger! She retained her feline slimness but achieved pantheric muscle. Her agility, balance, reflexes and strength were drastically improved. She even looked sexier. Her surprise melted into supreme confidence, she whipped around the lab under the amused grin of Doctor Warren. He pressed the trigger once again. Cat diminished, her body reverting to its original state in only a matter of moments. A feeling of weakness overcame surprise and disappointment. She turned angrily towards Warren. He tossed her the remote. "The control is in your hands. There is only one other remote, an override in essence. It is yours on the delivery of Spider-man's blood."

"Don't lock it up too tightly, Doc," Cat looked as if she had caught the canary, "I'll be back for it very soon." She pressed her button and made a leap for the skylight, thirteen feet above. She reached it cleanly, pulling herself through the window she had earlier opened and disappeared into the New York night. Gaxton came out of the office.

"Always a pleasure, Doc." Blackie smirked. He had a manilla envelope full of fifty grand in his breast pocket.

"Of course, Mr. Gaxton," Warren smirked in pride, "I look forward to when we work together again."

"All we need is a few more backers like Kitty-Kat there." Gaxton waved his good-bye and left via the front door.

"Or better, one more like The Big Man." Warren cleaned up the evidence, set the alarms and turned off the light.

Another stellar day at school. Parker's sock were still soaked from the bucket he had stepped in. With his Spider-sense it would have been easy to sidestep. Secret identities sucked. Parker got on the bus behind Gwen. She had just kissed Harry a melancholy goodbye. Peter had been mostly alone all day. MJ had been around to confirm picking him up at seven thirty, but otherwise the only person who had exchanged words with him, as opposed to at him, was Mr. Aaron Warren, his biology teacher. Hoping for a step away from boredom he sat down next to Gwen.

"Hey there stranger," He said. She looked unimpressed. However, since MJ had dolled Gwen up and convinced her to wear contact lenses, the blonde had been unable to successfully give Peter, Harry, or her father "The Look." It made her feel naked. Not that she'd mind feeling naked with Peter. She couldn't keep the blush from her cheeks so she turned to look at her feet.

"Hey, Peter. How're things with Aunt May?" She picked a neutral topic in the hope that she could calm down a little.

"She's doing well, getting stronger every day. Her cookbook is selling well, which is good because my Spidey versus nobody pics are only getting me page thirteen paychecks." Peter sighed, slouching back in his seat. "But she's doing well and there are no supervillains flying around blowing things up so I shouldn't really complain, should I?"

"I think everybody should be entitled to a good complain once in awhile, even when things are going well." Gwen smiled, she'd have squeezed his hand but contact with Peter just made her feel guilty with Harry. It was the most frustrating thing she had ever lived through.

"Well I've easily gone through my quota these last few months," Peter declared. He fumbled for a topic."Are you going to the Oscorp thing tonight?" It was the wrong question because Gwen looked back to her shoes.

"Yeah, Harry got me a new dress. It's too soon, his dad only died last week! And he has to put up with all these people trying to swoop in to rob a still warm grave." She was livid and so was Peter. Though he was still mad at himself for Norman's death. It was like ice in his veins.

"Well if you need support, I'll be there. Taking pictures." He left out the Ned Lee's Goblin angle.

"Oh?" Gwen perked up a little, "Be sure to say hi to Harry. He needs his friends now."

"Of course," Peter understood. He knew what it was like when he lost uncle Ben. Sometimes the feelings would just catch up to him, shut him down for a few moments. It was Uncle Ben's words that kept him going. Great responsibility was a heavy burden at times but it made him the man he was today.

The afternoon at the lab lazily rolled into an evening at home. Aunt May fussed as Peter settled into his uncle's old tux. May was absolutely ecstatic that Peter was again going out with MJ, to the point that she said a call before 10 would be sufficient to buy him an hour and a bit passed his usual curfew. Peter looked at himself in the mirror, performed all the combing his hair would allow and made sure to clip the press pass on his chest. His bowtie was crooked and his shoes could be shinier but he did look good. The doorbell rang.

"I'll get it!" He shouted to his aunt as he took their thirteen steps in four paces. He opened the door. Mary Jane Watson was a knockout. Her black dress was cut low. The dress came down to mid thigh just over the lacy tops of her dark stockings. Her legs ran sleekly down to her jet black heels. Rubies shined in her ears and a glittering gold chain was looped obliquely on her hips. Her dark painted lips and shadowed green eyes gave Peter's heartbeat a nervous stammer. She had one hand on her hip, the other brushed aside her red bangs. She repeated the first words she had ever spoke to him. "Face it, Tiger, you just hit the jackpot."

With a shouted goodbye over his shoulder, Peter and Mary left the Parker residence to the Volkswagen in Anna Watson's driveway. "All excited for our wild night?" MJ asked as she put the car in gear and headed out into Forest Hill's evening traffic.

"I just hope you can keep up with me," Smirked Peter. Man, was she gorgeous, the little things were causing his heart to pump superheated steam through his veins. The way her thigh tightened when she stepped on the clutch. The early moonlight playing on her glossy lips. The gentle swell of her chest captivated Peter with every breath. He kept his smirk and his humor.

"You're in for one exhausting night, Tiger, if you hope to wear me out."

"You'll be amazed at my stamina." The obvious flirtation colored Peter's cheeks and cocked MJ's grin.

"Amazing? You're sure that's the word for you?"

"Some prefer spectacular." Peter reclined his seat slightly, "But, Red, tonight you get both."

Harry stepped out from behind the curtain with Gwen following a pace behind him. He was wearing a six thousand dollar suit with a green tie over a green silk shirt. His face was counterfeit civility. He prepared for an evening of shaking hands and hearing worthless condolences and platitudes. His mother was already out there, a glass of red wine in her hands as she spoke coolly with a giant of a man. Bald and in a garish white suit. Gwen caught up and he wrapped his arm around her. It was a possessive gesture, she felt warm and smelled great and Harry didn't notice.

The room was the large hall at Oscorp. The domed roof of steel and glass let moonlight filter through the chandeliers casting an ethereal spiderweb of lights across the whole room. Tables dotted around the green and white tiled floor clothed in white and illuminated with two headed candlesticks. The guests were dressed in their frivolously expensive best. Most were there to be seen, only a few there to assure their investment carried. Oscorp belonged to Harry Osborn, but his shares and influence were in trust until his twenty-fifth birthday. With almost nine years to milk Oscorp's cash cow the rats had come out of the woodwork. Security was tight, large men in black suits and darker sunglasses stood at strategic positions. The upnosed uptown crowd saw through them, more statuary and colour for the event.

Peter Parker arrived at precisely 8:08 in the pm. His left arm was linked with the lovely Mary Jane Watson's and his right was pushing his press pass into the mitt of a particularly stubborn security.

"The two from the Daily Bugle arrived fifteen minutes ago," He said sternly.

"Look, I was asked by Ned Lee to be his official photographer tonight. The pass in my hand declares that. I can see Ned over there talking with Mrs... er Ms. Osborn." His tone tumbled into a mumble. MJ squeezed his arm and Peter rallied. He picked the sixteen megapixel camera out of his coat pocket. The investment of his money.

"Look, the list says Daily Bugle (2)," The large black man said in slow frustrated syllables. Dealing with a teenager may have been better than a Doctor Octopus attack but the security guard would have welcomed the challenge. "And it's checked off with two check marks. That means both press members have arrived."

"But how could they! Oscorp only issued two press passes, one to Lee and the other to myself." He waved the ineffectual placard under the darkened glasses with frustrated fervor, "If one of these is still out here than how can both Bugle members be here already."

"Sir," The security man's patience was wearing thin. Luckily, a striking brunette in a daring blue dress placed a hand on his shoulder. She flashed an award winning smile and then turned to Peter.

"Peter!" She opened her arms and gave Peter a hug. MJ stepped back to give them room. The smile on the redhead's face was training for her dream to become an actress.

"Hi Miss Brant... er Betty." Peter said when the brunette stepped back, "You look amazing."

"You clean up nice yourself." She looked over to the redhead. "And who's your friend?"

"Oh, right, Betty this is MJ," Peter exchanged names with overenthusiastic gestures feeling unnecessarily guilty.

"Oh? Betty from The Bugle?" MJ lit up with a gorgeous smile, she picked Betty's offered hand in both of hers. "You're the girl Peter dumped before taking me to the fall formal. Oh I'm so sorry for you. You lost out on a great guy."

"Peter?" Betty's smile was accompanied with the harsh grind of teeth. "I was going to clear up this little Bugle security mess for you-"

"Betty! she's teasing! Besides Aunt May dumped you so I'd have to go out with MJ!" Peter's explanation had the security chuckling unprofessionally. The redhead turned on Peter with a cobra's smile. Betty wasn't looking much happier.

"You make it sound like I'm some sort of pity case your aunt pushed on you." Peter squirmed.

"You make it sound like I'm some sort of weeping girl who missed out on attending a high school dance." Peter calculated how fast he could get out of Oscorp at top web-swinging speed.

"Parker!" Peter's savior appeared in a blue blazer with leather patches on his elbow. Ned Lee looked underdressed next to Betty, whose waist he encircled his left hand, let alone all the swanky billionaires mingling in the hall. "C'mon let's get that camera of yours on the go." Ned released his grip on Betty after an affectionate squeeze. Then he was off, he had ideas, questions and instincts. He was after the goblin.

Mary and Betty looked at each other. There was a moment of silence and the security guard imagined the sexiest catfight he might have ever seen. Both girls let out uproarious laughter and Betty beckoned MJ to follow her into the hall. Sighing, the security guard adjusted his clipboard to read Daily Bugle (2 + dates) and squiggled another two check marks onto the board.

The crowd was a literal who's who of the New York scientific R&D. Great scientists and businessmen had flashy women on their arms. Alcohol flowed greatly and more than one man looked unsteady in his shoes. Peter snapped pictures of everyone, making sure to get Emily Osborn and Harry from several different angles. Gwen's sad smile haunted his memory stick. Ned Lee zigzagged through the room, stopping and asking a routine set of questions to all the bigwigs. "Oh, poor Norman Osborn! The world will miss such a great man." Was the flashcard talking point on everyone's lips. Tri-corp's (Osborn's biggest competitor when he was alive) president Spencer Smythe didn't even have the decency to hide his self-satisfied smirk. His words were the same but only because one had to watch how they were quoted. The man oozed smugness and triumph. Peter would have thought he would have been the man to keep his eyes on, except for one other shill.

"What do you know about Roderick Kingsley?" Peter asked of Lee after they spoke to Alistair Smythe. Alistair was not much older than Betty, committed to a wheelchair and half in the bag. His father, Spencer, doted on him and Alistair grumbled ungratefully.

"The perfume guy?" Ned scrunched his nose as he looked over to Mr Kingsley and the drop dead gorgeous blonde on his right arm. "Made his fortune off of fashion and cosmetics. Not known as the nicest of businessmen but few nice guys make it into the Fortune 500. He's kind of known for crushing start up designers and cosmetics shops and then acclimating their ideas. He's had quite a number of those complaints thrown out of court. More importantly, the girl on his arm is Lily Hollister. I could tell you much more about her."

"Lily Hollister? The supermodel?" Peter kept the appreciative whistle to himself. Lily was a five foot eleven before her heels. Even with those she was still short next to Kingsley. Kingsley presented an air of thin, foppish, civility. Somehow his height and size just didn't seem as intimidating as they deserved. "Rich guys have all the luck."

"Tell me about it." Lee agreed defeated.

"Tell you about what?" Betty and MJ appeared on either side of the Bugle's reporting team. Peter accepted MJ's offered punch. Lee accepted a glass of champagne from Betty.

"Just admiring the life of the rich and sordid," Peter sipped his punch. He was definitely interested in Kingsley. The fashion magnate had earned the eye of Spider-man when he had purchased the specs to mass produce Rhino armored soldiers. He had sunk 500 million dollars into that morass. Ambition and retribution. He had the most to gain from the takeover of Oscorp.

"Its not all its cracked up to be," MJ said looking around. Her dress and body was a match for any woman in the room and hers had cost chump change compared to some of the others. The elegant gray gown on Emily Osborn had to weigh in at over ten gs. "C'mon, Tiger, take a bit of time off to join me on the dance floor."

"You too, Ned," Betty picked the emptied glass from Ned's hand and deposited on a nearby table. The girls led their men to the area cleared for dancing. The slow jazz songs had a dozen couples moving romantically. Peter took MJ's hand and settled another on her hip.

"I needed this night out, Peter," MJ moved in close and leaned her cheek on his shoulder.

"I know," Peter absorbed the scent off her hair, "I'm just glad that I'm actually having fun at a Bugle job." Peter's eyes wandered to where Gwen was standing next to Harry. Harry was shaking hands, introducing Gwen. Her eyes met Peter's. He tried to smile and so did she. Neither succeeded.

"It's got to be at least a little fun, with Spider-man," MJ inquired. Truthfully she had a Spidey poster, it was rolled up in her closet and not on her wall. It had been hard to look at it, knowing Spider-man had put Mark Allan in prison. No, Mark had put Mark in prison.

"It can be," Peter admitted. The thrill of web-swinging across New York was second to none. He even liked the fighting, the rush of adrenaline, the thrill of victory. Not so much the hitting, but everything had its drawbacks.

"Can you just imagine what'd be like to have Spider-man's powers?" MJ wondered, "Do you think you could resist the temptations? Be a good guy like him?"

"I don't know," Peter smirked, "I'd like to think so. I don't think I could let down Uncle Ben or Aunt May."

"Yeah, you would say that," MJ smirked, "I'd be straight up supervillainess. Capture myself a nice little harem of attractive boys and live like a queen." The smile on her face had Peter giggling.

"Well, so long as you kidnap me early, I won't be insulted." Peter snorted. A couple of the other slow dancing couples gave him condescending looks.

"Eh, we'll see tiger," MJ laughed herself. The song slowed to a close and the dancers and many of the spectators fell into polite but genuine applause. MJ bumped Peter with her hip. She nodded to where the Osborns and Gwen were taking the small stage. Harry stood a step behind his Mother's right shoulder. Gwen took her place behind Harry. Harry and Peter exchanged nods. MJ and Gwen made small waves to each other.

"Thank you all for coming tonight," Emily's voice was lilting, a sign of the red wine. She seemed apathetic, neither effecting a mask of civility or displaying any honest emotion. "This has been a trying time for us, and your support and affection has been most welcome." Ned appeared and Peter's shoulder, hand in hand with Betty. Peter slipped out his camera and Ned pulled a notepad from his breast pocket. "But we are here tonight to welcome a new interim CEO for Oscorp. Like many of you, he, in this time of crisis, has done his best to keep Oscorp afloat. I thank all of you for your many contributions and interest."

"Where's Donald Mencken?" Peter asked Ned.

"Who?"

"Mencken, he was Norman's second in command. Had access to more of Oscorp than anyone else." Peter informed, doing his best to keep his voice low throughout Ms. Osborn's speech.

"No one's seen him since the Goblin incident." Ned recalled. "Hey, that's a lead I'll have to run down. Thanks Peter." Betty made sure to pinch Ned's side when the intrepid reporter got too intrepid.

"He is a man of vision. He is a man of passion." Emily read blandly from her cue cards, "He will carry Oscorp into the future. Please, welcome with me, the new Chief Executive Officer of Oscorp: Mr. Roderick Kingsley."

The applause seemed as forced as Emily's display. Kingsley left his supermodel date by the side of the dais and walked up to the podium. Peter made sure to snap several pictures. Including the warm and visibly sincere hug Kingsley offered Emily. Harry's scowl was caught in several pics.

Roderick Kingsley faced the crowd and saw several unhappy stares amongst a sea of sycophants. Smythe he had expected, that kid next to the redhead made no sense. He had a camera and was standing next to a newspaperman. "I'd like to welcome you all to a new era." Kingsley had no need for tiny cue cards. "Oscorp will continue to march ahead of the curve, bringing the future to the present." He rambled off a hopeful and emphatic speech with nothing but pointless buzzwords. He was a shrewd man with a keen eye. He saw the world laid out before him and he was ready to rule it. The applause he received after his brief say-nothing speech was raucous. Wearing a self satisfied smirk, he thanked Emily and Harry. The band picked up again.

"Alright! Now we just need a proper interview with Mr Kingsley," Ned was excited, "And we'll be set to enjoy the dates we unprofessionally brought with us."

"Great minds think alike," Peter agreed.

"Fool seldom differ." MJ caused Betty to laugh at their boys. Ned gave Betty a quick kiss and then was off. Peter and MJ exchanged knowing smiles and Spider-man ran off from MJ for the second time.

"So tell me about you and Peter," A territorial look covered Betty's smile as she led MJ to the refreshments table.

"I'm sorry, Mr Kingsley will not be speaking to the press at this time." the muscled wall in the black suit and sunglasses stood between Ned and Kingsley. Peter had tried cajoling. Ned demanded the rights of the press. Kingsley's personal security didn't budge.

"Grragh!" Ned Lee turned with a stomp. He wasn't a quitter but sometimes a step back was required before marching forward. Peter gave the security guard a stern look which resulted in a crick of Peter's neck. Tall men always learned to look down on short men. Peter wished to Spider-up and just show this meat shield a thing or two. He calmed down and followed Ned back to Betty and MJ. The brunette was laughing and MJ was animatedly telling a story.

"What're you ladies talking about?" Peter asked. When Betty met his eyes she couldn't contain herself. The crowd turned, wondering what could be that funny.

"Never you mind, Tiger," MJ smirked and grabbed Peter's arm. "Do you need him anymore or can I take Peter over to Harry and Gwen?"

"Go ahead, I have to rethink my approach anyways." Ned did this by leading Betty back to the dance floor.

Harry and Gwen were finally left alone by the throng when Peter and Mary arrived. Harry eagerly commented on MJ's dress. She looked stunning.

"Not as good as Gwen!" MJ stepped over and picked up Gwen's wrists. The blonde was spun, posed and dragged. Gwen was wearing a pink and white dress. it was much less revealing than MJ's. Gwen's knees and breasts were covered. It was shoulderless and came with matching long gloves. Gwen was unsteady in the heels.

"You look beautiful," Peter said awestruck. Harry immediately grabbed Peter and pulled him away from Gwen.

"You're taking pictures?" He asked, almost hurt.

"Yeah, The Bugle had to send somebody, I figured I'd be able to check on how you were holding out as well."

"Thanks, Pete," Harry admitted, "I'm glad to see you doing something worthwhile. Not taking pictures of that father killing Spider-man."

"Har-"

"Get one with me between the girls." Harry interrupted before Peter could contest. He slipped his arms around the waists of both girls. MJ warmly wrapped her arms around Harry's neck and leaned in. Gwen's uncertain smile looked paltry next to MJ's siren eyes.

"Say cheese!" Peter raised the lens and only Gwen followed instructions. The flash stung Harry's eyes. A side effect of all the months on the green. It wasn't nearly as bad as it was a few months back.

"Who is this lovely creature!" Roderick Kingsley appeared. Lily Hollister was on his right, looking stunning in a shimmering red dress. On his left was the dark haired security man. Kingsley picked up MJ's wrists and held them up. It was a warm gesture. Peter's hackles rose, territorial of MJ and wary of Kingsley.

"Mary Jane Watson, sir." MJ smiled prettily. She twirled in her skirt happily accepting the attention of the fashion mogul. Harry looked hungrily at the twenty-two year old Lily Hollister, his arm squeezed Gwen tight to his side. Peter stepped forward and the goon stepped in front of him. Kingsley waved the man down.

"Come now, Jason," Kingsley said with a hand resting on the black shoulder of Jason's jacket. "I don't mind getting my picture in the paper." Kingsley offered Peter a disarming smile. Peter wasn't cowed. MJ was again the center of attention.

"Tell me, Mary, I can call you Mary?"

"Please," Smiled the redhead.

"Are you familiar with my work?" Kingsley asked with affected humility.

"Of course!" MJ beamed, "These shoes are from your latest collection." She kicked up a knee to show off the dark shoe. Peter moved in behind her.

"What do you think Lily?" Kingsley asked softly.

"She's just darling. Gorgeous." Smiled Lily Hollister. "You always have a great eye."

"Excuse me?" MJ asked nervously, "What are we talking about?"

"You're future, Mary." Kingsley picked a silvered business card case from his breast pocket. He produced a rose scented card and offered it to MJ. "This will let you get in contact with our modeling agent." Mary Jane's eyes threatened to bulge out of her head, she looked down at the card.

"Tell them, Lily, vouched for you." The blonde pecked the stupefied redhead on the cheek. "Now Roddy, I believe you owe me a dance."

"Of course, my dear." Kingsley allowed Hollister to lead him away from MJ. Peter had captured several pictures throughout the conversation. Each time earning the unhappy eye of "Jason."

"Congratulations, MJ!" Harry gave Mary a quick hug and then urged Gwen to do the same.

"I don't know what to say," She still had the business card in her hand. Scratching it with her lacquered nail doubting its veracity. Peter scowled at Kingsley.

"Something wrong Peter?" Gwen asked, the only one paying attention to the webhead.

"Nothing I can put my finger on," Peter declared.

"Well if you're done with The Bugle, let's say we ditch this snore fest and go get something to eat." Harry declared.

"That sounds great," Peter said after turning to MJ who agreed with a nod.

"Cool, my treat." Harry said warmly. Peter shuffled off to find Ned and confirm.

The night belonged to the creatures that claimed it. Black Cat moved with celerity and grace. The satchel slung over her shoulder was loaded with precious gems and dog-eared bills. With Tombstone neutered and her own body responding so damned well, she had the opportunity and the inclination to perform heists that had been too taboo, too dangerous and too pricy.

The alarm at her back sounded only after she had exited the premises. The gap between security guards had given her a four minute window, impossible before augmentation, and now she had eighty-five seconds to spare. She purred warmly. There were a pair of Bastet earrings made of ancient Egyptian gold. They would match her Stuyvesant Tiger. Even in the moonlight, no one saw her success.

The four friends were overdressed for fast food fare. Peter carried the tray to the table. Harry's dollar meant his muscle. He sat down next to MJ and across from Gwen. Harry was telling a story to MJ while his hand wandered on Gwen's hip.

"And then there was this sickening explosion. The pumpkin bomb screams stretched out across the night. I felt sick to my stomach. I couldn't believe I had considered Spider-man a hero."

"That's terrible, Harry," Mary Jane wasn't feeling the fries she had been craving all night. She squeezed Peter's thigh as he filled the seat next to her.

"I'm doing OK," He said with a sigh, slurping from his supersized coke, "I don't know how things would turn out without Gwen." He kissed her on the cheek and she flushed. "But more importantly, You and Peter." He saluted his friend with his oversized drink, "And you look great tonight."

"Well," MJ said looking at Peter, "It's nothing so serious as that." Gwen felt a smile tugging but suppressed it. "We were both feeling down for losing our respective Allan's and needed a night out. But you're right, I look spectacular in this dress."

"Yeah," Gwen tried to be social, "I still can't believe that guy offered you a modeling job."

"What's not to believe?" MJ reclined, draping her arm around Peter. She blew on her knuckles and just looked as smug as she did pretty.

"No, it's not that," floundered Gwen, "you look great. But, I, ugh... nevermind."

MJ and Peter shared a laugh and Gwen's cheeks turned a shade to match Mary's hair. Harry's brow furrowed. He kept his silence with a second bite into his chicken sandwich.

"This night has been great," Mary announced, "First we got some good news at that downer of a party and then we ditched all the stuffed shirts for some real-"

The shriek of police sirens rushed passed the restaurant and Peter shot bolt upright. He was wearing his Spider suit under his jacket. He was ready to tear out of there.

"Yeah, go ahead, Pete." Harry nodded. "I know you need those Spider-pics for your aunt." There was something double edged in his tone. MJ stood up and kissed his cheek. "Thanks for the great night tiger."

"Sorry, you guys." Peter directed his apology at Gwen and rushed out into the streets.

"I really don't know how he expects to catch up with speeding cop cars." MJ dropped back down in front of Peter's untouched nuggets. "Thanks for the food Harry."

This had become Cat's most successful night ever. It was just cresting twenty after nine and she had pulled three separate jobs. She had safecracked papers from Oscorp, she'd burgled a private collector's antiquities, and she had just plundered a roll of Tri-Corps blueprints. She was feeling invincible and not a little frisky. The cops were so far behind her she felt giddy. All the night needed was something to celebrate. Something physical. She really didn't have anyone for a dirty fling so she was gunning for dirtier fight. She could feel the blood pumping hard in her veins.

"Whoa Cat!" Spider-man shouted swinging around a skyscraper to get in line with Cat. The moment he was out of sight, she tapped the red button and shrunk down to her regular size and function. She swung up onto a ledge of gargoyles, where they had shared a sweet kiss. Her grapnel gun hissed as it recoiled its line. Spider slid down in front of her, eye to eye, nose to forehead.

"What do you want Spider?" She had her boost in her back pocket and in the power withdrawal and the memory of her father in prison. Her voice lacked the playful timber of their usual exchanges.

"Whoa, kitty, claws down. I'm not here to fight." He promised, lifting one hand out in mock surrender. Of course his other hand gripped is webline, "I'm just looking to talk."

"Then talk." She crossed her legs, her body was screaming for Peter to look at the curves and strength, luckily his hood allowed his eyes to wander without him getting caught.

"There's just been a string of burglaries," She gasped in fake surprise, "And their trail leads straight to you. I just wouldn't want you getting nailed for something you didn't do."

Spider's sarcasm matched his urge to play. Felicia kept the scowl of her face. Damn he looked good in the red and blue. Still, she preferred the black. "I'm not for getting nailed for even what I did do."

"Why cat! How could you!" Spider jested. The Black Cat stood up.

"You'd be surprised at how easy it is." With a press of a button Spider-man's early warning system kicked in like meth addicted marching band. She seemed to grow as her cross kick swung straight for his abdomen. Spider-man dropped his line, only in the nick of time before swinging under and up on the Gargoyle. He had lost cat. Luckily his tingles didn't. He rolled forward, using his wallcrawling to hang on the nose of the Gargoyle as the Cat's second kick grazed his thigh.

"Wow! Cat! Where'd you get so-" He rolled across the glass as she dove in a tackle. Her grapnel bolt shearing the concrete right in front of his left hand as she swung off and away onto another building. Well if Cat wanted to run, Spider could chase. Webbing and weaving they crossed three rooftops before they collided together once more. Peter swinging in, not as hard as he might against another opponent, to deliver a double kick to Cat's hip. He yelped, unable to twist out of the way as she cartwheeled over his torso, her bladed gauntlets tearing across his chest.

"Cat please!" He righted himself onto his feet and stared across and the cat licked the blood from her claws. The deep red on her lips and the sensuous motion of her tongue pushed Spider-man's thoughts of the battle.

"Oh, am I playing too rough?" She taunted. She seemed so much more imposing now. Her stance was light and ready for motion, but her body seemed to be rippling with power, and her breasts were fighting a winning battle against the zipper of her suit. Spider gulped.

"I'm not certain you're playing at all," He said and she pounced. Spider managed to cut and dodge around her claws, getting a grip on her upper arm and thigh. He had meant to twist and throw her across the roof, but the growl she made was closer to a purr and the virginal spider-man let go of Cat's leg. He was as red as his mask, under his mask.

Cat managed to twist out and strike back. Her long leg, sweeping out under the spider. Parker jumped vertically. Firing two blasts of webbing hoping to hold down the cat. Cat's grace overcome the attempted arrest and she kicked off a green cased transformer after the landing Spider. Spider managed to roll with the tackle. Cat overshot and received a solid kick to her lower back. The old cat would have splatted on the roof. The new Cat manage to turn her fall into a roll into a handstand into a scissor kick. Spider-man just about cleared cat's furred calves but the kick caught and Spider-man was deposited hard onto his shoulder blades.

"You're quick Swinger," Black Cat licked her lips. She had Peter's right hand pinned on the gravel ceiling while she sat straddling his hips. "Oh, is that your utility belt?"

The quick turn of her lips and erection pressing into her thigh slowed Spider-man's reaction. Slowed but didn't stop. His web shot out and grabbed the leg of a water tower. "Bad kitty!" Spider-man said as the elasticity of the web pulled him away.

Cat clung on with nails and legs and swept on bladed thumb to Spider's throat as they ended up on his feet. She purred against his mask. Her thumb cut an arc up from his throat and under his nose, the flap of mask falling away.

"Cat! Listen!" Spider-man didn't explain as he felt her wicked kiss press onto his lips. He was upright this time and he still experienced the rush of blood to his head. Cat nibbled his lip as she retreated.

"Look Cat," Spider-man stuttered and Black Cat shrugged, a playful innocence in her eyes. "I'm confused and-"

"Isn't it obvious swinger?" Cat pushed his back against the water tower with strength Spidey hadn't expected.

"Uh, no?"

"Cats like to play with their food." This time her kiss was force and passion and Peter's eyes were wide under his ripped hood. She had the taste of peaches on her lips and her tongue was as sharp in his mouth as it seemed in hers. Peter's shoulder slumped, his hands at his side. Uncertain, he kissed back but did not reach for her. She pulled back, his glassy eyes unseen. "Mee-yow!"

A crisscrossed slash from her claws shredded the front of his chest once more. The pain was miniscule and the cuts were light. Blood was dribbling down his chest. Spider recovered his wits and lost them immediately when Cat ran her tongue along his wound.

"Cat!" Spider gasped.

"Spider..." Cat bared her fangs and bit her way up over his chest to his neck. Her teeth and lips teased his bare throat. "You owe me."

"And you said you'd never forgive me," Whimpered the Spider-man.

"I haven't," Another scratch ran under Peter's arm. He yelped, and jumped kicking off the leg to throw himself to the other side of the roof.

"Sorry Cat, but I'm not your scratching post." Parker wheezed.

"How else am I supposed to get your clothes off?" She slunk forward, hips rocking as heel was placed directly in front of toe. Her reddened claws rolled the zipper down until Parker saw navel. He gulped.

"I'm flattered, Cat," He said not taking his eyes off of her breasts and stomach.

"I like you Spider," Cat closed the distance and tiptoed her fingers over the damage she had inflicted. Spider remained still, unflinching. He was poised to jump but the tingles were quiet. "You also make me feel frustrated, hurt, alone, angry and betrayed." This kiss was light. Parker looked to her eyes, they were wet but not tearing. He kissed her back this time. Frustrated, he understood, Gwen on Harry's arm was one of Cat's heels stomping right through his heart. Hurt, he knew, he'd lost his parents. He'd lost his uncle to Cat's father. Alone, more than anything. There were too many friends and family he'd lost. He couldn't even share Spider-man with the few he still had. Anger Peter held back, it made him sick and worried and reminded him of Venom. Anger was still inside of him, just neatly packaged and bottled away. Betrayed. He was the betrayer. He lied to everyone. He didn't save Norman Osborn.

"Cat, I'm sorry, I am." The mask hid the tears in his eyes. "But I-"

"Don't be sorry," Cat pushed him till his ankles were at the edge of the roof. "Be a man. Be Spider-man!" She bit his lip drawing more blood, the kiss so violent his Spider sense was sending tremors across his skin. He pushed her off of him. He drank in her curves and her body language. Peter was going to say no, but he couldn't. He wanted her, but more importantly he wanted to be her friend again. If this is what she needed, this is what he would give her. He reached for his mask.

"No," She ran her index finger over the back of his hand. Spider glove split behind it. "Leave the mask on."

Cat turned to run again. Spider gave chase. He was feeling lightheaded and horny. He watched the muscles wave under Cat's costume. The taste of blood and peaches on his mouth was tantalizing. Cat whisked around the water tower. Her leap towards Spider-man was tingle free. Soon Spider-man was on his back, cat astride his hips with both wrists being held above his head. Cat was much stronger and fiercer that Peter remembered. He could throw her off but the rough tongue riding up his neck was hard to deny. Should he? Could he? These were questions Peter seemed unable to answer. He was speechless, which was just as well because he was under the effects of the warmest kiss he had ever received. Cat, literally, had his tongue.

Cat receded, a nip at his injured lip and against his smooth jaw. Teeth raked over his throat sending gooseflesh all over his shoulders and back. He breathed hotly because he had no words he could muster. Cat let out a low growl from the base of her throat. She kissed his chest where she had so recently raked him. Her body was flush against Spider-man he could feel her heavy breasts settled on his abdomen. Her finger slipped down from his wrists. The sleeves of his spider-suit falling off in ribbons. She was careful enough to leave the skin reddened but unbroken.

"Cat!" Peter pushed and rolled until she was on her back and he was caught between her legs. Cat mewled impishly, fluttering her lashes and looking deep into Spider-man with her ice blue eyes. She taunted him, begged him and diminished him with one little laugh. Spider-man kissed her.

For the moment, Peter had controlled, he could push and she would take it. He tasted her lips and dueled her tongue. There was an acceptance, a driving force in Cat's seeming submission. Spider-man was fueled as he became more passionate. He stroked her long platinum hair. His exposed web shooters felt cool against Cat's cheek. She shuddered. He touched her mask and she responded by pulling him by the back of the mask into her. They kissed and sighed on the hard rooftop.

"I've never done this before," Peter forced himself to admit when he pulled up for air.

"Could've fooled me, Swinger." She balled a fist in the tatters of Spider-man's shirt and pushed him back onto his knees. She never took her legs from around his waist. She ground her insistent sex against his overexcited erection. Her back arched, showing off her gorgeous figure as she rose up onto his lap. She pulled her zipper down to the lip of her lace thong. Spider-man took the hint, sliding the soft leather off of her breasts. Two perfect double-D's rose before him the skimpiest of black bras. The hardness of her nipples visible in the small cups. Peter took them both in his hands and placed a kiss on her neck. Black cat was reclining back her neck, sending her praise and adulation straight up into the night sky.

"I love your hands, but you don't need to be so gentle." Her endurance and strength were superhuman, she demanded superhuman stimulation. Spider-man was nervous, these were the third and fourth breasts he had ever fondled. Liz Allan had been accepting but nervous. He slowly acclimated to Cat's demand. Her lips and her voice formed inviting O's. Her left hand lay on his right, encouraging him. Her right hand was impatient, ready to shear the rest of Spider-man's costume away.

Peter continued because Cat had all the right encouragements. Her voice purred and called and pleaded and thanked. Peter felt he could do no wrong. He had no removed her bra, only brought it above and off of her glorious breasts. Her nipples were erect and thick as pencil erasers, wide circles of color faded palely into the flesh of the tit. Spider-man mauled and suckled. His erection felt stronger as he lost himself in the incredibleness of Cat's body. She ground on his lap. Her own voice oscillating with pleasure. She wanted to wait no longer.

"Wow! Cat!" Peter was panting and lolling as Black Cat brought her knee up on the inside of Peter's wrist. She kicked high, slowly, letting her strong leg rest vertically on his chest for just a moment. She then rolled off of Peter and slipped immediately behind him. Peter looked back as Cat draped herself over his shoulders, her breasts pushing against his shoulder blades. She let her fingers wander down to his pants. The bulge was obvious. So much so, Cat could believe the newspaper pictures she had seen of the Spider had been doctored by censors. Her claws opened the costume on his thighs. Her teeth sank into his ear. She begged for his cock and Peter shook and stained what remained of his pants.

"Oh, Spider..." Black Cat mewled insulted. She pulled down his darkened pants and revealed the sticky diminishing member. Peter sat bolt upright against her when she took him in her hand. The nails threatened but never touched. Cat raised her sticky fingers and suckled on them next to his ear. Peter was quickly finding his second wind. Before he lost his mind again he jumped to his feet standing over the Cat on her knees.

"Cat, this was..." He didn't know what to say. But the look on her face was impatient and uninterested in what he had to say. She rose up on her knees, not all the way, she was taller than the Spider before her enhancements. She captured his balls in the palm of her right hand, bringing her lips to Peter's revitalization. She slipped a tongue around the head, cleaning up his unfortunate first time while she pumped the base between thumb and index finger. Her left hand dragged his pants to the tops of his boots. Peter surrendered kicking them off. He also ripped off his shredded top and let that fall upon the rest of his clothes. Black Cat licked the cream and Peter was fully hard once again. She kissed the head of his cock tenderly. Peter's gloved hands went into her hair. She expected he would drag her onto his manhood. He tilted her neck back so they were looking mask to mask.

"This is something I want," Peter sank down on knee keeping Cat looking into his face. "It isn't quite how I wanted it, but it is what I want."

"I-" Cat pictured her father in prison. Earlier, when she had attacked him, there had been nothing flirtatious in the assault. She wanted to hurt Spider-man but her dad's words echoed in her head with every blow.

"For years, the Cat Burglar took pride in never hurting anyone. I never even carried a gun."

She knew her dad would never understand, but she also knew she had to hurt the spider. The blood on her claws and the scratches on her back and the heat in her veins brought her to this moment. Eye to eye with the most caring do-gooding jack ass she had ever met. She wanted it to. They kissed again, like first time lovers. There was passion, but there was gentleness. Cat pulled Spider against her chest. She squeezed his tight ass and felt him smile into her lips. He let his fingers wander through her platinum mane. They retreated a moment and Cat spoke. "If you want me, take me Spider-man."

There was a heartbeat's hesitation in the Spider before he pulled the leather from her shoulders and dragged the catsuit down her arms. Cat snapped her teeth at him, taunting. She wriggled free of her gloves so the sleeves would not get caught at her wrists. She wasn't going to be tied up just yet. She stepped heels onto toes to slide out of her boots while Peter continued to drag the leather suit down passed her round ass and athletic legs. She was free, but for a bra pulled up over her breasts and a thong dark and dripping with her readiness. Spider knelt before her now and she grabbed him by the sides of his head.

Spider found himself lip to lip with Cat in a way he had never experienced. Uncertain and unwilling to admit it he dragged aside her thong. She stepped her left leg over his shoulder and reached back with her right hand to grab anything. Her knuckles turned white on the ladder of water tower.

"Swinger! Oh god!" Peter may not have been an experienced pussy eater but he was intuitive, a quick study and, most importantly, a scientist. He discovered through a run of trial and error where Black Cat shrieked, sighed, and gasped. His fingers, in their rough gloves. Explored inside. It was only a few minutes before the thief was rocking and grinding chaotically on Peter's face. Wetness rolled and dripped off his chin to his chest, stinging parts unhealed. Spider-man soldiered on. He parted Cat with two fingers, performing a come hither motion against the roof of her canal. Her nails, trimmed and lacquered but not made of steel, dug into Peter's skull. His Spider-sense tingled as Cat vibrated. She shrieked unholy hell and gushed over his upper lip and mouth. Spider stopped, and Cat collapsed forward, leaning over his head. Her weight slumped down on his shoulder.

"Ready for something more, swinger?" A minute or three had passed before Cat slid her leg off of Peter's shoulder. She reached down, steady as a surgeon, signs of her cataclysmic orgasm having vanished. Her hands gripped his shoulders and he was pulled up to his feet.

"There's no way I could stop now," Peter admitted pushing Cat backward. Her spine lay on the cold ladder and she arched off of it. Peter saw her rise on her toes, feet apart. He wanted to drive into her and make her scream right then. In his inexperience, he slipped on her drenched sex. Cat cooed to slow his drive. She took him in her right hand, leading him in. Her other arm wrapped on his shoulders, elbow behind his neck. She looked him dead in the eye as he pressed into her. As he bottomed out her eyes closed and her mouth opened. She exhaled sweetly. Peter kissed her then.

Black Cat directed Spider-man with the roll of her hips. She now had him at the base of the spine. He gripped her by the right breast and the ladder by the third rung. Push in breath out, slide down breathe in. There was something indescribable to Peter. Cat slowly encouraged him faster. She bit down on his bare throat and smelled the Spider-man scent that came off his flesh. She adored the sweet smell of coppery blood, the light musk of Spider-man set her spine tingling. Her tongue traced under the ridge of his jaw. She kept closing her eyes as he pushed into her.

She was tightly gripping him. It was like she was made for him. Perfect in the way she held him. He wasn't sure what to think. Until he panicked. "Cat, I'm not wearing a condom."

"I'm not sick," She promised. But Peter was slowing down, paranoid or scared. "There's condoms in my belt, swinger. Go grab one, if you'll feel better." She kissed his cheek and he slid out from her. The disappearance of his cock felt like when she turned off her power boost. She felt weak and scared. She wondered as Peter scrambled after her windswept catsuit. She didn't mind watching his legs and ass.

"Got it!" Peter found her belt quickly. The first few pockets had tools he'd rather not think too hard about. She was a thief after all. He turned back to her running across the gravel. She caught him in an embrace and kissed him. They tossed their tongues against each other with everything they could. Cat bit his lip on the retreat once again.

"Keep that up and I'm going to start liking pain," Warned Spider-man.

"That's plan B. Let's not get ahead of ourselves." Cat plucked the wrapped condom from his fingers. She tore it easy and sank down on her haunches and rolled the prophylactic down to the base. She held him in her left hand as she rose up. Her right index finger stroked up his throat and under his jaw.

"Cat-" Peter tried stepping in to press her back into the water tower. Cat kissed him no. She turned, bending down to grab her ankle, displaying her reddened dripping sex to Spider-man. She purred appreciatively when he braced himself on her left ass cheek and rose up towards her sex.

"You'll have to bend your knees a bit," Spider-man said, embarrassed, but Cat eagerly complied without a smirk or a joke. He felt himself inside her and immediately understood why so many people complained about condoms. It felt great, warm, tight, but the feeling of perfection was gone. He tried to recover his rate, but he was feeling impatient and quickly gathered more speed and force that he had on his first go.

"No need to hurry, swinger," Cat rose up, still bent at the knees and braced herself on the water tower. Her voice was ragged from the slapping of Peter's hips against her ass. Spider-man's strength was far beyond human and if Black Cat pressed her red button, she'd very likely be injured. She loved it. She cajoled and begged and used words that made Peter blush. He folded onto her back, reaching down to grab her swinging breasts. He pulled back and used his teeth to discard his gloves. The web-shooters were still there and they chilled Cat's belly. He squeezed her breasts, in love with their firmness and the hardened nipples. Cat called out Spider-man! She grew even tighter and there was desire splashing out of her with every outstroke from the Spider.

"Cat!" Spider-man was grinding his teeth, holding back as best as he could. Holding back his orgasm. The collisions of his hips and Cat's ass were echoing out into the New York night. This could be a show for some one in one of the nearby buildings but Spider-man couldn't care. So long as his Spider-sense stayed calm. He felt a pull, muscles tightening, in the sole of his right foot. He whispered something foolish against Cat's shoulder blade. She responded with need for his cum. Her knuckles were white on the ladder of the tower. Her voice was hoarse. Her balance was shot. Her right leg kept wanting to straighten. Her twitches were rotating her pussy around his spider. He let out one last "Black Cat" and then let out the last of himself.

Peter leaned down atop of Cat's sweaty glistening back. He had spent himself inside the condom. This hadn't been how he thought he would lose his virginity. It was very close to a few of the ways he imagined he would.

"Oh, swinger," Purred Cat. She lifted her left hand and stroked his mask. Her claw running down across his lip, thankfully not shredding his mouth as she had so much of his body, "You rocked my world."

Peter swelled with great personal pride. His spider-strength had left her backside glowing red. He fell back onto his ankles, letting her turn around. She lowered herself to straddle his thighs. She brought her mask down to his eyes and kissed him once again. Light and simple. She leaned back. He tried not to stare at her breasts and the bright red marks his enthusiasm had made. "Cat that was-"

The jingle rolling out from his uniform's pants made the hairs on the back of Peter's neck stand up. Black Cat was quite amused with his instant rigidity. The grin on her face could not have been prouder. "Your wife calling?"

"No, this Spider's a lone wolf." Crud, crap, shit! Thought Peter, he promised he'd call Aunt May before ten. He had lost track of time. "That's just an alarm, there's somewhere I had to be a ten."

"Oh," Cat let her fingers wander over Peter's lacerations. The blood had dried, but all the friction and sweat made his whole body sore and sting. "Well don't let me keep you." She gave him another kiss. His spider-sense roared and she left another set of claw marks on his back shoulder. He hadn't seen her pick up her glove.

"Ow! Cat!" He turned and grabbed his wounded shoulder. By the time he turned back towards her the Cat was gone, as was the catsuit that had been flying like a flag on the water tower. He smirked for a moment and then rushed over to his pants. Quickly, he dialed Aunt May.

"Peter?" She answered a mite worried, "Where are you, MJ got back a half hour ago."

"Oh, uh, yeah, I got held up taking pictures for work. I'm on my way home right now."

"Well, I know spring break is starting but you still have your curfew. Hurry home."

"Will do. Love you Aunt May."

Peter swiftly gathered up his costume. He sighed. With a thwip, he swung, instantly feeling all the nicks and scratches Cat had left on him. It wasn't fun swinging back to where he stashed the Tux.

"Aunt May?" Felicia Hardy had not run off naked, she had just ducked to the other side of the water tower while she slipped back into her costume. She found it wouldn't fit if she didn't shrink down first. "Did I just-I just screwed some school kid with a 10 o'clock curfew." She felt guilty and a little sick, but she swallowed that back down. She pulled off her right glove, there was an ampule behind each claw. Every ampule was filled with Spider-man's blood. She worried. He couldn't have been that young. He felt like a full grown man. Oh God! She was turning red and turning green. No, Spider-man was still the one who kept her father in prison. She had managed to settle her debt, get closer on her crush and pull three other jobs. So what if she just banged a high school kid. She was just 19 herself.

She fought with herself back and forth for a few moments. She rallied and headed back to the gargoyle where she had left her satchel. There was a small Styrofoam cooler filled with dry ice. She needed to get the fresh blood into it quickly. She felt dirty, and not the good kind of dirty.

Doctor Miles Warren was characteristically working late. He had begun tests on other types of electrolyzed DNA. There were difficulties in each stage. Primarily he was interested in arthropods. Spider-man showed no outward signs of his animal nature, where The Lizard and Kraven The Hunter both became mockeries of the animals from which they were adapted. Also the Lizard's primitive nature had affected Curt Connors' brain but not Kraven's. He seemed to be getting nowhere. Well that wasn't true, part of science was ruling out what didn't fit. Even had he been paying attention, he would not have noticed The Black Cat drop in through the skylight.

"Doctor Warren," She said, rising to her full height. She was in her normal form. She hadn't reverted since she had climbed back into her catsuit. She was too sweaty and dirty to risk growing and pressing more of that offal into her skin. She wanted a shower.

"Oh, hello miss." Warren turned around, if he had flinched she had not seen it. She could tell, however from his stance that he was reaching for something in his belt.

"I have your samples." Cat extracted the small Styrofoam container from her satchel and placed it on the table. "The remote please."

"A moment," He walked over the Styrofoam but Cat scratched the black surface of the workbench with her claws. The whole room shrieked atonally. "I just want to examine a sample to assure its veracity."

"Of course," Cat opened the cooler and a wave of sublimated CO2 rolled out over the desk. Using the oven mitt offered by Doctor Warren she lifted out one of the ten ampules. Warren accepted it from her in a pair of tongs.

"Hmm," Warren said after examining a drop on a glass slide. "There is definitely something here. He then picked a test tube full of gene cleanser. Using an eyedropper, he applied six drops to the ampule and made another slide.

"Convinced?" Cat asked impatiently.

"Very." Doctor Warren offered her a congratulatory smile. "The remote is in my office." He turned towards the door and cat appeared over his shoulder. She smelled of blood, sex and tears. Warren said nothing. In his office, in the top drawer of his desk. Cat could have picked that lock with french fry, was the second remote. Identical to the first, except for a blue button.

"What's this button do?" She asked, expecting some underhanded scheme.

"The nanobots hold a cure. Press the blue and a gene cleanser will sweep your bloodstream killing all non-human DNA." Warren pushed up his glasses. "I trust that now that we're even, you will consider my laboratory off limits to your thieving."

"I'll certainly consider it." Cat smirked and rushed out the skylight.


	2. Accounting 302: Gross

Hobie Brown volunteered at the Lincoln Dynamic Youth Center. He loved it. He loved working with the kids, he loved organizing and participating in their events, and he loved making a visible difference. The Lincoln Dynamic Youth Center kept kids out of gangs, off the streets, away from drug dealers and in touch with people who cared and listened. The Lincoln Dynamic Youth Center was doomed. It was ironic and sickening. The philanthropic act by the world's greatest criminal boss was to keep kids away from lives of crime. Tombstone's mask was shattered. The world new L Thompson Lincoln was the Big Man of Crime. The ATF, FBI, NSA and a half dozen other acronyms were watching him like a hawk. His assets were frozen, much of it seized. Putting him away would topple a criminal empire from the head, it'd be a great headline and everyone would celebrate. Everyone but the volunteers at the Lincoln Dynamic Youth Center and the 340 kids who needed the place. No more funding. Rent, power bills, cable bills, equipment costs, food costs. They only had til the end of September. You can only have so many bake sales, car washes and fun runs with underprivileged kids. The bills were just too high.

"It's not fair!" Hobie complained to Glory one of the other volunteers.

"I know Hobie," Glory gripped Hobie on the shoulder, "The best we can do is our best. Help who we can help while we can help them."

"The streets are crazy! We've been losing kids in dribs and drabs since the Goblin and-"

"I know you're worried, Hobie. But if you care that much, know you will make a difference."

Hobie deflated. While the Youth Center stood, there was still work to do. Glory handed Hobie a mop. He turned and entered the front door.

Steven Levins left Rikers with an unenthusiastic slouch. He didn't have very much. There were seventeen dollars in his pocket along with the three condoms and two cigarettes. He was wearing the clothes he had been arrested in: a grungy green shirt, a pair of baggy black jeans, dilapidated running shoes and unwashed socks. The pumpkin mask had been confiscated as evidence. He pushed up the glasses that were slipping down his nose. The only thing he had ever gotten from his father was a name and from his mother he had his Korean heritage and some valuable life lessons. He had flushed those down the toilet by his third stint in juvenile detention. Steve was feeling pretty pissed off.

Prison hadn't been kind to Levins. He had been a guarded and cautious crook, until he had become the first of Goblin's pumpkin-headed army. Then he had been locked away in an island fortress with dozens of guys still loyal to the Big Man. His turned coat had cost Levins his cool head and three broken ribs. He was low man on all totem poles. The one chance he had to climb out from under heel earned him a kick in the face from the goddamned Spider-man. Now he was out. Five and a half months, two weeks early parole. The Big Man was down. Silvermane had no teeth. Goblin had died on his own bombs. The city was just waiting for her King.

He was walking across the bridge to Queens. Anger flooded his thoughts because neither his buddy nor his girlfriend had bothered to come get him. The wind off the East River knew spring was just around the corner and was doing its damnedest to get in what winter in it could. He was determined to spend his money on what he had been craving for his entire incarceration: the greasiest cheeseburger he could find. It was a long walk home.

The bus rides cut into his pocket change but Steven finally made it to the Bronx. It was just after eleven am and the sun was making the weather almost tolerable. Teeth chattering, he pushed into the dive he knew his buddies lived at. It had been some time, he'd been jailed since October, his two accomplices getting several hundred hours of community service. The Goblin made me do it! Please! I'm so sorry! Defense only seemed to work for young women with fake tears and goons whose fathers could afford actual lawyers. He was about to announce his entrance, as he pushed into apartment 6 but the sound he was greeted by shut his jaw tight.

She held her own ankle with whitened knuckles. She had torn one of the pigtails out of her red and black hair. She was still wearing her sleeves and dress. The hem was hiked up and bunched up over the tops of her tits. A pair of jeans still hung off her left leg. Steven's best friend plowed his girl. He was the one making noise, a gruff furious grunt, and sharp words that told the girl just how much she liked it. Steven closed the door behind him with a slam.

The girl jumped and his friend looked over his shoulder reaching for the piece in the track pants around his ankles. She covered up, crossing her legs over her sloppy red sex, his friend just waved his cock around as he recognized his old buddy.

"Steve! You're out!"

"You knew damned well I was out today," His eyes ignored the girl as she scrambled to get dressed and decent. "I had to walk from Rikers!"

He looked around at the sty of the studio apartment. The ratty green couch was still there. The battered plaster was still picked away from the red brick walls. The rest was changed. His friend's bed, which had been more of wire and spring cot under a soiled mattress, had been replaced with an unmade king-sized bed. The sheets were pulled off at the right shoulder. The pillows mostly tore up from friction with the chainlink headboard. The handcuffs hanging from the wires told an interesting story. Their old TV, a shitty sixteen inch plasma with more dead pixels than screen had been replaced by a giant fifty two inch hi-definition flat screen with a massive sound system all around the room. The floor was still unswept but the moth eaten rug was gone. A pair of six hundred dollar spike heeled boots were kicked off in its place. Poster's of hot punk looking chicks with guitars and bare breasts adorned the walls. An interesting compromise between the two tenants. The desk, where they usually kept schematics and blueprints for their next job now had a massive gaming PC. Steven looked back to the friends. The girl was dressed again, shoving out her jaw uncompromisingly. Her eyes were full of fear. His buddy was adjusting his pants, making sure his hand cannon of a pistol didn't fall down his ass crack.

"Where's the money coming from?" Steven kept an unimpressed icy glare in reserve for the chick and directed himself at the guy.

"Goblin-" The girl immediately began but the man shut her down.

"Dude, you're on parole," The guy said in a strong and steady tone. "You can't get too close yet. We'll cut you in once you've got a routine you can fake well enough that."

Steven punched his friend in the face. He bulked up almost fifteen pounds in prison. He had been in shape beforehand, but now he was intimidating. The little fat he had was burned away in favor of slender, stiff, wiry muscle. He wasn't too much bigger, except around the chest, but he was stronger. The friend had been expecting the blow and had braced for it pretty well. He staggered back a step and collapsed as his senses rebooted with a quick flicker. The gun at his back hit the floor first and he grunted in pain as his piece forced the entire fall onto his tailbone.

"You fuck my girl. You leave me to rot. You find yourself rolling in green and I'm going to back off and wait until you're ready to give me a chance?" Steven sounded very calm but the girl could tell otherwise. His friend had known Levins since the third grade. He was thinking of grabbing his gun. "Where's the money coming from?"

"We were working for the Goblin!" The girl shouted, ignoring the bloodshot look of death from the man on the floor. "Spider-man attacked when we were moving a truck for the Goblin. He," She indicated the man on the floor, "Managed to get away from the docks without being webbed up for the cops. He stashed away an eighteen wheeler of the Goblin's arsenal. Spider-man had been pounding every crew of pumpkinheads he could find. We figured it was time to get out of the game. The money we got was from selling off Gobby-tech to other gangs."

"What's left?" Steven turned his gaze on the girl. Her motormouth picked up speed.

"A little over half the truck. Two big things, several cannons. Couple drums of gobweb and all of the pumpkin bombs." She took a panicked breath. Her cough made him smile.

"We're not selling anymore." Steven turned to where his friend was considering whether standing on his own two feet was smart. "We're taking over this city."

Peter Parker signed off his email. He had just sent the gala pictures into the Bugle. On screen were the many shots he had gathered of Spidey vs Cat. He was appalled, giddy and very very sore. An hour ago he had lost his virginity. He had memory stick full of photos to prove it. The distance had left a little to be desired, but the new camera he had purchased had so much detail he could count the freckles on Cat's left breast. Two. Peter began with the photos at the gargoyle, cropping and clipping so he had the best of the best. Twice he alt-tabbed over to the more adult sets. His scratches itched as they healed.

The self-satisfied smirk on his face battled his uncertainty. What did this mean? What did Cat want? It couldn't be love, they had left their masks on. Could it be love? He never felt for Cat what he felt for Gwen. He never felt for Cat what he continued to feel for Liz. The Black Cat was the most beautiful woman Peter Parker had ever laid eyes on.

The scratches all over his body stung. He had washed them out in the shower, but they had already scabbed and begun to heal by the time he had swung into Forest Hills. That trip home had been painful. His wounds had kept reopening from the tension in his arms. He must have misted an entire street with a trail of his blood. His spider suit was in rags, he had two spares, but the thermals he had worn underneath were going to be hard to replace.

Money. There'd be some for the photos he had taken with Ned but choice Spider-man pics paid the best. He scrolled back, out of the pictures that showed off Cat's glorious body and into the precursors where Spider-man was taking a beating from the Cat. Jameson did pay more for photos of the webhead's defeats. He knew he could make money hand over fist with the pornographic ones. There were too many reasons why that wasn't an option. Cat didn't know she was being photographed. Peter was unable to take advantage of any woman like that. Also, his aunt's heart would break if Peter became some shameless pornographer. There were legal reasons too. The boy in those pictures wasn't eighteen. How old was Cat? She was a real woman anyways, and totally hot. Maybe he should stop being so proud of himself?

Uncertain and confused, Peter winced as he pulled his undershirt on over his wounds. It ended up on the floor before he could get his elbow's through the holes. He fell backward onto his bed. _Well, Peter,_ He thought to himself, _It has never felt so good to be hurt so badly._

Steven and his two friends arrived at the stashed semi truck. The girl was wrapped up in an expensive fur lined winter coat. His buddy was still in his old rough and tumble wear. Steven's windbreaker was little use against the cold. He stomped his feet as his friend opened up the back doors. There were lights along the ceiling and the girl walked around to the cab to turn them on. The arsenal was big. Sixteen munitions crates of pumpkin bombs were on the left. Six of seven gun racks were empty. They stood behind four boxes of magazines and rounds. The drums of Gobweb were labeled with dozens of frightening labels. Steven climbed up and walked around checking on the things they had. At the back, there was the parts to the flying machines Goblin had outfitted his Gob Squad with. Two inhibitor cannons were in a green steel crate.

"I'm going to need our old B&E gear," Levins declared coming back out. His friend was fidgety, thinking about the gun in his belt, "Plus a decent toolbox." He had one of the Tri-Corp rifles over his shoulder. A magazine full of spiked munitions balls was jammed into the breach. "We'll take your car."

"Steve," The friend pleaded, "We've got a great thing going. We can make a killing with this. Enough money to keep us living like kings for years. We start using this shit and we'll have cops crawling up our asses until we're either dead or in prison."

"And then we run out of money, and we fall back into the same piss-ant, petty theft, knee-breaking bullshit squalor we've been stuffed in for three years." Steven sneered, "There's only one way to get respect in this city anymore. You need a costume and ambition. Adrian Goddamn Toomes was respected in the joint. The bloody vulture was a myopic old bat without a success to his name. Fight the Spider, live forever. Someone's got to pick up what the Goblin left for us. We're going to the top. And the only way there is through Spider-man."

"What? Spider-man! You're fucking crazy. No, I'm taking-" The laziness with which Steven dropped the gun and fired was written across his face. His friend's voice rattled as he fell over with a wound in his chest. The girl watched on, all color drained from her face. Steven turned to her and said, "Get the car. I'll take care of him." She nodded as Steven threw his buddy's body into the truck. A box of pumpkin bombs was dumped and he shoved the corpse into crate. The buckles closed and he stepped out to where the shell shocked girl was driving the car. He was wearing his friend's coat, the zipper still slick with blood, but it had been opened and dirty wasn't damaged in this cold weather.

"We'll need to pick up some cleaning supplies too." Levins said as he closed the semi's doors.

"Mr Gargan to see you Mr Jameson," Betty spoke into the intercom as the private detective ogled her. He made her skin crawl, but she did her job and sent him in to speak with her boss.

"Much obliged, young lady," He tipped his imaginary hat to Betty and walked in through the frosted glass doors to J. Jonah Jameson's office.

Robbie Robertson was standing behind his boss's chair to the right. They were sorting through Peter's latest pictures for the next scoop. Jameson had too excellent shots that both showed off Black Cat and diminished Spider-man. Robbie had talked him out of the headline: Trouble In Paradise.

"There you are you layabout!" Jonah put down his pictures and looked up at Mac Gargan. "I sent you after that Parker kid 7.3 weeks ago and I expect results."

"Uh, actually you hired me last Thursday and-"

"I want results Gargan! Not excuses." Jameson growled. "He clearly went after the webhead."

"He, uh, left the gala with the Osborn kid and their girls," Robbie narrowed his eyes at Gargan's tone and body language, "They were at a fast food joint. All of the sudden, the police fly by and he's off on foot after them. I followed, but lost him around two alleys."

"You lost him? One high school kid on foot?" Jameson's anger was outweighed by his disappointment.

"He's a fast runner and he's much smaller. The street was full of people." Gargan floundered.

"Enough of your excuses!" Jameson stood up and slammed his hands on the desk. "You want your next paycheck? You find out how that Parker kid is getting these Spidey pictures. Until then, I don't want to see your degenerate face in my office. I don't want to see you in my town! Get out! Get out!"

Gargan slipped off. Jameson sat down but didn't calm down. Robbie couldn't stay silent. "Jonah, we've got a half dozen capable investigative journalists. If you want this story why not put one of them on it and not some hack P.I.?"

"Parker knows our staff," Jonah scowled, "He's bound to notice if a familiar face is tailing him. No, I'll leave it to Gargan for now." He picked up a picture of Black Cat kicking Spider-man across the jaw. "Run this one."

Spring Break brought visions of morally suspect college girls in sandy places getting more liquor and even more regrets. Spring break from Midtown happened from just before St Paddy's day through the beginning of spring. Harry took Gwen with him down to one of those tropical Gomorrahs. It was a let's-get-away-and-try-to-have-a-moment-to-ourselves-trip with his mother. Peter wondered how George had allowed that to happen. _No Pete! Harry's in a bad place right now. He needs Gwen. Besides it's not like he's going to go Spider-man on Black Cat the moment they're out of sight, now is it?_ Visions of Gwen in Black Cat's catsuit caused his web swinging path to take a more erratic path than his usual smooth flight. Black Cat. That's why he was out tonight. The third night in a row hunting pussy. Hunting Black Cat. He swung by their usual hangout. The gargoyle was empty. Than he just followed his gut making random swings around the city. His camera had a handful of new Spidey pics and the NYPD had a dozen or so web-wrapped presents waiting for them on assorted lampposts and fire escapes. Another busy night. It was only 9:30 but he decided to make his way home.

 _What the hell?_ Peter was panicked to see his bedroom light on when he landed in the denuded tree in his backyard. Worse. There was a fiery redhead in his room! What now MJ? And why was she wearing the top to his spare Spider-man costume? Peter than noticed that nothing covered her legs. _Eyes up top, Peter! What am I going to do?_ He quickly swung out of sight to think.

It was about ten minutes later, dressed in his civilian threads, that Peter walked into his home with a half ton of icy butterflies in his stomach.

"Hello, Peter," Aunt May muted the flamboyant television chef she was watching. "Mary Jane came by, I let her go up to your room." Aunt May's smile suggested that Peter's secret was still sequestered to his room.

"Uh, what did she want?" Peter delayed a moment.

"Well, you'll have to ask her dear," May smiled, in a little too knowing way. Peter suppressed a shudder as his overactive imagination recalled Black Cat's costume that time. "There's a plate of chocolate chip cookies cooling next to the stove. Why don't you bring those up to her?"

"Uh, sure, Aunt May," Peter took the opportunity to go to the kitchen and grab the plate of cookies. They were still oven hot. Peter delayed the length of time it took to eat two cookies and drink one glass of milk. His death march upstairs was accompanied by his mental rendition of the Imperial March because it was close to the funeral dirge he was trying to think of but couldn't quite recall. He took a deep breath. He caught himself before he knocked on his own door. He walked in.

MJ jumped when he opened the door. She then caught her breath and gave Peter a stunning smile. Peter quickly closed the door behind her. The cookies he set down on the edge of his desk.

"Oh, Hey Pete," MJ seemed oblivious to the fact that she was dressed in Peter's Spider-man uniform. She actually wasn't naked from the waist down. She had on a short skirt and socks. "I was hoping you can do me a favor."

 _Not like I can say no now that you know MJ._ Peter's heart sank, _Well at least you're a good looking blackmailer._

"Oh, um, sorry I looked in your closet," MJ said following Peter's eyes to her chest. "But if you want to come over to my place and put on my hot vampire dress, we'll call it even."

Peter laughed, relief flooding. Wearing his own costume at the Halloween carnival had been done out of laziness. It had saved his secret identity twice now.

"I think I'll take a pass on that, Red," Peter said collapsing into his office chair and grabbing a cookie, "What do you need?"

"Excellent!" MJ's green eyes lit up and her smile seemed less leonine and more genuine. She grabbed her own cookie. "I went down to Kingsley's talent offices today..."

Mary Jane Watson was doing her best to sit quietly and wait in the hard office chairs. The old woman at reception said they were busy but would get her in shortly. That had been at 9 am. It was closer to 11 now. She was looking her best, Aunt Anna had helped with her makeup. Her eyes looked stunning, her lips were hypnotic. Her hair was still straight, but it framed her face perfectly. She wore her best fashions. Her legs were in knee-high leather boots with small heels. The black of the boots contrasted the pale white of her thighs. Her skirt was ruffled, and had cost so much that her father had gone ballistic when he had discovered that she had bought it. She was wearing a smart white blouse, trying to look good and professional, under a soft pink sweater that accentuated both femininity and girlishness. Every man she had passed that morning had looked a third time. She had felt unstoppable, now she just felt bored. Her manicured nails drummed upon Lily Hollister's face. The Magazines here showed off the models but were staffed with hackneyed writers. MJ had run out of interesting reading material some time ago. She looked up at the old receptionist. Good things come to those who wait. She told herself for the umpteenth time. Fortune favors the bold, she countered, loud enough to listen to this time.

"Excuse me," MJ smiled prettily for the old woman and kept her voice pleasant, "I was hoping you could tell me if I would be seeing anyone anytime soon."

"It won't be long now," The woman said, not looking up from the Daily Bugle's crossword.

"Spider-man," MJ said.

"Excuse me?" The woman raised her face.

"Twenty-nine across." MJ pointed, "The biggest threat to New York today. It has to be Spider-man."

"Spider-man's a hero, darling," The woman said, in a polite condescending tone.

"Well seeing the headline on the front page is 'Webbed Murderer Is The Biggest Threat In New York'. I figured the Daily Bugle might be carrying some sort of grudge." The receptionist unfolded her paper and looked. She took a second look at Mary.

"You certainly got the face for the gig, darling. But there are better places to take that brain of yours."

"Ha," MJ was warming up to this old woman, "Maybe, but I can't just overstep an opportunity when it's laid at my feet."

"How do you mean?"

"Mr Kingsley told me to come down." MJ picked his business card out of her purse and laid it on the table.

"Really?" The woman's face turned a little cold.

"And Ms. Hollister said she'd vouch for me."

"You could have named dropped their interest earlier," The receptionist looking up.

"I was hoping I wouldn't have to," MJ admitted, "I like getting things done on my own merits."

"But now..."

"I'm not so proud as to ignore help when it's offered." Mary declared, "And I had them back pocket for when I hit an obstacle."

"Way too smart for this circus," Laughed the woman at the table. "I'll go back and scare you up somebody."

"Thank you," MJ smiled warmly. Mary took her seat once again as the receptionist phoned back. After a heated, but civilly volumed, argument. The receptionist flashed MJ a one sec gesture and went through the green doors to the back offices. It was about five minutes when she reappeared and held open the door for MJ. The redhead smiled her thanks. "Give 'em hell," prodded the receptionist.

The back room was five offices and a picture studio. Earlier she had learned she was to look for a woman name Vaughn-Pope. The office was one of the two on the left, the big ones. MJ knocked, and was given a terse "Come in."

"Hello," MJ stepped into the office looking at the blonde behind the desk. "My name is Mary Jane Watson. I-"

"Am here for a modeling job," Vaughn-Pope nodded, "Of course." She was an attractive woman of perhaps thirty years of age. Tall and very fit. She was dressed in a smart and feminine suit. Black jacket over a lavender blouse and a long black pencil skirt. She had several dossiers heaped haphazardly on her mahogany desk. A vase of flowers was opposite her computer monitor. The bookshelves lining the far wall were filled with steel binders and chemistry textbooks. MJ pulled out one of the blue arm chairs and Ms. Vaughn-Pope indicated MJ could sit down.

"May I see your portfolio?" There was a tired feeling in the woman's voice. She skipped all pleasantness, neither introducing herself or providing MJ with her full attention.

"Portfolio?" MJ asked surprised. The sigh Vaughn-Pope gave was old hat.

"The pictures you've done to show that you photograph well. Usually from your previous experience."

"I've never modeled before," MJ explained.

"How old are you?"

"Sixteen."

"That's fine," Vaughn-Pope's voice took on an even more condescending property. "To work for me." She stopped herself. There was a harder edge in her voice when she continued, "To work for Mr Kingsley, you'll have to prove yourself. Get a professionally done picture set done. You should be photographed in several different outfits. A few shots in lingerie or swimwear would certainly help. We want to see everything: hands, eyes, shoulders, legs, cleavage. You'll want to be shot from all angles."

"Can't we just give it a try in the studio?" MJ suggested, "I'm willing to try right now if you'll let me."

"We can, but I'm going to ask that you pay the photographer for his time." Vaughn-Pope reclined and looked over the girl in front of her, "We pay our photographers very well and if we just gave every girl off the street a free session, we'd be out a lot of time and money."

"I'm not really off the street," MJ responded, "Mr Kingsley suggested I come down."

"And if he had sent word to expect a teenaged redhead I could make exceptions," Vaughn-Pope clearly did not like Roderick Kingsley. "But for now I must ask that you bring in a portfolio."

"How much will it cost?" MJ was feeling defeated.

"For one of our boys, you're probably, looking at around six hundred dollars and two hours of your time." The older woman responded. "You're welcome to use someone else, but it'd help if the photographer was known. There are a lot of professionals out there who shouldn't even shoot a wedding."

"I do know one great photographer," MJ's lips turned into a smile for the first time since Vaughn-Pope had ripped the one MJ had carried in from the receptionist off her face. "Peter Parker."

"Really?" Vaughn-Pope did not know the name, "And who does Peter Parker shoot?"

"Spider-man." MJ declared triumphantly.

"So you're saying I get six hundred dollars?" Peter took another cookie as MJ finished her story.

"You know I can't afford that, tiger," MJ laughed, "But I really need your help if I'm going to get anywhere with Ms. Desiree Vaughn-Pope."

"Well you're certainly prettier than Spider-man," Peter looked MJ up and down with affected lecherousness. "But I wouldn't want him getting all jealous."

"Ah, poor Spidey," MJ condescended, "But there's plenty of Peter to go around."

"Well..." Peter delayed a moment longer. It's not like he'd say no but he just liked the attention MJ was giving him. Plus she filled out that Spider-shirt in ways that aroused, confused and embarrassed Peter.

"I'll owe you so much forever. Please! Please! Please!" MJ fell to her knees in front of Peter. Her soft hands were cold around his. Peter could do little to stymie his imagination.

"OK, OK, fine." Peter couldn't help but smirk as he pulled MJ up onto her feet. "Just take off my Spider-man shirt before Aunt May comes in and I have to explain this."

"What? Don't I look good in it?" MJ laughed twirling for Peter. The shirt was taut around her chest but hung away from her slender waist. She was just taller than Peter so it lifted and showed a thin circle of skin above her waist.

"You look great. Now take it off." Peter pleaded.

"In a hurry, tiger?" MJ teased, but she acceded. The spider-top came up and off her torso before she threw it at Peter's closet door. She was wearing a lacy green bra but no shirt. May knocked.

"Just a second Aunt May!" Panicked Peter, MJ strode to the windowsill where her previously unseen t-shirt was waiting. May didn't take her usual time waiting for Peter. The girl in the room had unbalanced the equation. Peter blushed and felt his tongue swell up when May watched MJ rush into her top from the doorway. There was a stern look on May's face but the twitch in her lip suggested she was hiding a smile.

"Mary Jane, do you mind heading home?" She asked sweetly, "I have to have a talk with my nephew."

"Of course," MJ was as red as her hair, "I'll see you tomorrow, Pete?"

 _If I'm ever allowed to see the light of day again,_ Peter thought worrying about being grounded. "Sure, MJ, good night."

"Good night, May." MJ left the room and hurried out the front door. May walked across the room and sat down on Peter's bed. Peter took his computer and sat across from her. The quiet and waiting was killing him. It was barely a full minute but it felt like a decade.

"Mary Jane is a great girl and I am very happy you found someone you like." May began, "I was your age myself. I know how important love and even heartbreak is to growing up. You've always had a good head on your shoulders, Peter. I trust you."

"Thanks, Aunt May," Peter said, this talk wasn't going like he had expected. Ben had handled all this before and he had been comedic but serious. May was sentimental.

"I expect you won't go rushing into things that will get you or anyone else hurt," She said to Spider-man. Peter slumped, "I know teenagers will find away to have sex. If you really care for the girl, I won't be disappointed. Both of you better be certain you're ready and you had better use protection. I love being Aunt May, I'm not ready to be anyone's Great Aunt May."

"Of course, I promise Aunt May," There was no real opportunity to explain that things weren't what they looked like. It was a promise he could keep, he was glad he had made it after the incident with Cat. Peter hadn't been ready for that.

"Well, good," She smiled and squeezed Peter's hand, "I'm going to have myself the last cookie and get myself to bed. I love you Peter."

"I love you too, Aunt May," Peter handed May the plate, "Good night."

Levins laughed as he kicked the second munitions crate into the East River. He was set. The truck was just up the street and he was outfitted with his gear. He had collected some excellent working materials with what his ex-girlfriend could afford. No sense in getting busted for stealing a power drill before he could get the suit ready. Gaxton and a few of his old contacts had put him in possession of some old police riot gear. His torso, crotch and shins were armored over his green coveralls. Steel-toed boots and weaponized gauntlets capped the ensemble. The motorcycle helmet under his arm had been custom scrolled and painted to look like a Jack O'Lantern. The perforated copper tubes and the second layer of insulation were his own design.

Levins may not have been a great scientist or engineer, but he had always been handy with a welding torch and tool shed chemistry. He was mostly a second story man, a burglar. There was no real money in violence, so he had been slow to use it. Rykers had taught him better. Violence got you respect and fear. Respect and fear got you power and control. If you couldn't make a profit with power and control there was plenty of room left in the river. Giggling and bouncing with nervous energy, he put on the helmet and connected the copper to the reservoirs on his shoulders. He used his girl's pink cigarette lighter to set the fire. The flames rolled up his helmet like a Satan's crown. New York had its new king.

High school break did not coincide with ESU. Peter was on his way to Anna Watson's, dead tired after an eight hour shift at the lab. He had not realized how much Gwen did at the laboratory compared to him. She was off with Harry and Peter smelled of ammonia and stronger cleaners. His feet were killing him, he was looking forward to the leisurely swing home.

Peter healed faster than most but not immediately. The cat scratches on his torso pulled and tugged at him, reminding him about his encounter with the feline fatale. He must have played the scene over his head a half dozen times. He certainly perused the pictures every chance he had. He really wanted to talk to Cat. He did not have the chance to that night. The meeting before that she had said she would never forgive him. Peter was so lost in his own thoughts he almost missed the explosion. The shrieking pumpkin explosion. Suddenly, the cold cut through his thermals. White as a sheet under the red and blue, Peter looked to the green cloud and whispered: "Goblin?"

Laughing above the Bridge was a flame cloaked villain. He had a cannon on his shoulders and he was riding a glider. Only not quite. The glider was round, like a disc not streamlined like a fighter plane. It moved in spits and starts, kicking off of the asphalt or the railings. Riding its way up the suspension wires before jumping across. The cannon fired again, the ghastly scream and green blast shattered in the windshield of a Sonata. People were abandoning their cars. Panic struck.

"Oh, great, some Gobby-wannabe." Spider-man swung in along the bridge. "But where'd he get the bombs?"

Another two shots and two more cars burst in shattered glass and wrenching steel. There were injured people below. Spider-man landed on the suspension wire across from the man in flames. "Hey Pumpkinhead!" He shouted getting the attention of the flaming Jack O'Lantern. "Halloween's more of an October thing."

"Spider-man!" Laughed the man on the disc. It bounced and twisted with the movement of his feet. He couldn't keep it aloft for long but he seemed very good at moving how he wanted. "Just the hero I was looking for."

"Well you were playing my song," Spider-man thwipped across the bridge to get closer to the madman, "And I love to dance." Three spits of his cannon and Spider-man easily dodged the bombs. They exploded harmlessly over the river. Spider-man took the opportunity to dive at the villain, aiming to put his shoulder into a scale armored chest and take the baddie down to the ground. His spider-sense kicked up like a rocket and it was all Peter could do to send a web straight down and pull him under and away from the geyser of bright white fire that shot just behind his butt.

"Yeow! Jack!" Spider-man twisted and turned, landing neatly on the roof of an abandoned electrical truck. He cartwheeled off and across a Mazda as the next pumpkin shrieked its explosion. The truck's roof was slag and shards. "Those toys are for the adults, Gobby Jr!"

A shot of webbing covered the mouth of the cannon, as the Jack O'Lantern skated down the far end of the bridge. Balls of fire chased Peter under and through the bridge's suspensions lines. He arced up and over aiming himself for a sharp double booted kick through Jack's chest. Jack had used the time to burn the webs off the mouth of his cannon. He fired six times, away from Spider-man towards the fleeing crowds. Spider-man had to twist and web to grab the projectiles, slamming them into each other. Causing shrieking green fire works above the bridge. Jack bounded across traffic and up one of the bridge's two arcs. He laughed as he sent bomb and fire at the webhead.

"And now for the main event!" Jack skidded to the center of the bridge's first arch. He had dropped his shoulder cannon. In both hands, he held pumpkin bombs, big ones. He lobbed them down below the bridge. There was a steel tanker truck below.

"No!" Shouted Spider-man. "His spidey sense had rocketed from tingles up to rattles as he swung on one line and shot web balls at the bombs hoping to dissuade them from landing on the... milk truck? His spidey-sense had said it was an oil tanker. The bombs burst and the steel ripped; Peter was harmlessly splashed by fountains of cream. His spidey-sense didn't change and he looked to Jack as he swung under the arch. Dozens of pumpkins had been hanging just under the arch and now they fell atop Spider-man. Peter cursed as Jack's flamethrowers caught the bombs and the bridge was awash in green smoke, high pitched shrieks and explosive force.

Laughing the Jack O'Lantern rode away on his bouncing glider.

 _Why do pumpkin bombs always come in hundred sets?_ Peter Parker rolled battered but not beaten from under a station wagon. All around him was twisted metal. The Jack O'Lantern was gone. _I wish I collected stamps instead of super criminal villains. Then I'd only have to worry about constant near fatal beatings from Flash Thompson._

Peter looked around. Jack had left him with two choices: search and destroy or search and rescue. He began pulling open car doors and roofs.

"I'm sure Peter will be home any minute. He called when he left ESU," May Parker smiled as she opened the door for Mary Jane Watson. The young woman was dressed a bit more conservatively that she usually did. Her skirt actually reached her knees. May took Mary's winter coat. MJ wore a warm fleece hoodie and her usual leather boots.

"Oh," MJ had hoped to avoid any weird moments with May. The redhead swallowed her nervousness and asked: "Pete told you what happened last night?"

"Don't worry about it Mary Jane," May led the girl through the living room, "Peter and I had a good talk."

"Oh, good, I didn't want you to think I was that kind of girl." MJ sighed, "Funny, I don't usually care what people think of me."

"You always care, dear," May smiled and offered MJ a cup of coffee, "You're just one of the few sensible girls able to realize which opinions actually matter to you."

"Well you and Aunt Anna are the ones that seem to matter to me." Mary sipped her coffee. She preferred less cream and more sugar.

"Why thank you, dear," May drank her own coffee, "But you don't have to worry about me or Anna. She's family and you swept me off my feet months ago."

MJ laughed at that and sipped her coffee. "I'm glad to know you and Peter. I don't know how I'm going to pay him back for all his help."

"What help?" May raised her eyebrow quizzically.

"For the modeling job. He's helping me shoot my portfolio." Mary Jane explained. "I thought you said you and he talked."

"About the half naked girl in his room." May's smile tempered the flush in MJ's cheeks. "Tell me about the modeling."

"Hi Aunt May, I'm home!" Peter sighed exhausted as he walked through the front door of his home. He had been helping on the bridge for almost an hour. Up until the police finally were able to turn their attention from the wreckage and towards the spider. It was a fortunate exit. Had he waited any longer and his webbing would have dissolved and dropped his camera into the river. He entered his home with a hunch, prepared to march up to his bed and fall face first into a nap.

"MJ's been waiting up in your room for forty-five minutes now. Where have you been?"

"There was an incident at the bridge, so I took some pictures." Peter waved. "It was pretty busy so I never had the chance to call in."

"Well, you promised this girl your best work," May looked back down to her novel, "And I'm sure it'll be much more relaxing taking pictures of her than of Spider-man."

Peter's mind clicked on: The modeling pictures! The fight with Jack had completely wiped his memory. May ineffectually asked him not to run in the house as he vaulted up the stairs. Second door on the left and Peter skidded into his room on sock feet. Mary Jane Watson nearly jumped out of her skin, but only made it to her feet. Peter blinked, the pictures of Spider-man and Black Cat were on his monitor. The door slammed and the monitor of his laptop snapped shut.

"Uh," MJ stepped back from Peter's dashing reaction, "I was... I was looking to see the photos you had taken and I... I... Uh... Wow."

She brushed her hair back and played with a few strands over her shoulder. She was finding it difficult to look at Peter in his eyes. Peter wasn't angry like MJ suspected. This had been the second time she had abused his privacy. First she had pulled his spare Spider-suit out of his closet and now she had rifled through his computer files. Two reasons to be angry with her, but in fact he was embarrassed. She had just seen pictures of him naked. She didn't know it was him but even his intelligence was missing that small detail. He tried not to hyperventilate.

"Peter?" MJ took a step forward, still two paces away. "I'm sorry."

"It's fine," Peter lied. He was hurt. He sat on the foot of his bed and then collapsed backwards. Mary Jane walked to the side of his bed, looking down at him, concern and sheepishness on her face.

"I can go." She said, "Come back and-"

"No, let's get this over with." Peter sat up. "Just let me email the new pics to Daily Bugle."

"New pics?" She asked as Peter stood up and took his camera from his pocket. He slipped out the memory card and inserted it into his computer. Mary leaned in over his shoulder. He quickly Alt+F4'ed all of the picture files she had opened. Not all of them racy Cat photos, but all of the racy Cat photos. His cheeks were burning red. She let out a small laugh and he gave her a flat glare.

"I'm sorry, it's just, well, Mark acted the same way when I stumbled across the porn on his computer." She gave a sigh, "I miss him."

"He's getting the help he needs," Peter wanted to sound helpful, but his voice cracked and his palm was sweaty when he tried to pat the hand she had on his desk.

"I know," She gave him a smile, "So who's the pumpkin guy?"

"I don't know," Peter's files were now up on the screen. The camera was damned good at capturing movement. "But he's got a lot of goblin weapons. I think he must have been one of the squash brains that Gobby-er the Goblin had recruited. Thing is, there were a couple hundred thugs in all."

"Oh," MJ tilted her head, "Did he light his helmet on fire?"

"Yeah, bad guys aren't always known for their safety concerns." Peter sighed leaning back. He had to crop a few but he finally came to five pictures that were clear, action packed.

"Don't you have any pics where Spider-man's kicking this guy's gourd?" Mary sneered.

"That's the thing, Spider got pounded." Peter sighed. He really needed some way to follow his enemies. He had only accidentally discovered Goblin's identity because he had left something at Harry's. And even then the Norman had kept him guessing for months about the real man behind the mask.

"Well Spider-man's just going to have to dust himself off and make this goblin rip-off into Pumpkin Pie." Mary Jane declared. Her tone suggested that it was just that obvious. Peter wasn't so sure. He attached the files to an email and sent them to the Daily Bugle's City Desk.

"Alright," Peter leaned back and found the back of his head landing on MJ's chest. He rocked forward immediately. Mary Jane smiled. Peter swiveled and looked up and down the redhead. Gorgeous, Kingsley might be an ambitious, cutthroat, corporate shill but he did know a beautiful woman when he saw one. "What do you need me to do?"

They first set up the room, Peter's blue painted walls were a decent backdrop against MJ's hair and skin. The lighting was at first abysmal but switching the bulb in his reading lamp for a higher wattage and using the mirror above his dresser he managed to flood the room. His bed they pushed up against the door. Peter managed to keep everything important out of sight, spider-sense be praised. Peter plugged in his camera under the light and attached a better lens to the front of it.

Mary Jane loved the camera. The camera loved Mary Jane. Cliché, maybe, but nonetheless true. She became wild, mischievous, seductive, innocent, aloof, and anything else all the while drawing the lens to her shine of her lips, her green of her eyes, the curve of her throat, the white of her teeth, the fire of her hair, or the curve of her figure; every inch of her was intoxicating.

Peter took a knee. Peter stood up on his chair. Peter leaned and darted and zoomed and aimed, but all the while clicking and capturing Mary Jane. She shed the hoodie, revealing a light pink camisole over a lace green bra. Peter swallowed. MJ smiled. The camera clicked. The dance continued.

The light and closeness of the model was causing Peter to sweat. MJ seemed untouchable. Truthfully, she was fighting every nervous fiber of her being. Her mouth felt dry and the hairs at the back of her neck stood up. Peter's camera felt like attentive hands all over her, leaving nothing untouched, leaving nothing unseen. She spun her nervous wool into photographic gold. Peter took several photos of Mary Jane on the corner of his bed, peeling off her black leather boots. Each leg kicked up near vertical, each inch of her showed off perfectly. The camera consumed every moment.

MJ fell back on the bed. It was tiring but not difficult. The room was stuffy. She looked to Peter and saw just the cyclopean flash of the camera. One or two pictures of her wiped out wouldn't mar the others. The wheels of Peter's computer chair rattled as they rolled across the carpet.

"Peter you'll fall!" MJ went to sit up but Peter told her to lay back down. He had been using that authoritative voice the entire situation. MJ's head on the pillow told her it was working. Peter was on his chair, kneeling not standing as he took bird's eye photos of Mary Jane.

"This one'll look great if we flare your hair out." Peter pulled the camera back looking at the view screen.

"Really? OK, do it." MJ closed her eyes as Peter stood over her immobile. Her breath was cool and steady. Her mind was racing. Peter was entranced. Touch her? He had a gorgeous girl in his bed and she wanted him to touch her. Well she wanted him to spread her hair out over his pillow. It was only a momentary hiccough. There was a feeling of confidence in Peter. It had been growing since the night with Black Cat. He ran his fingers through red hair, leaving it in waves over his pillow and his bed. MJ kept her placid cool.

MJ kept her eyes firmly shut. His warm fingers in her hair. A breath shuddered in her throat, her eyes tightened a bit more. His hands felt so good. She breathed slowly but forcefully. She almost chased his fingers as he retreated.

"Alright, give me your best," Peter said stepping back. He climbed his perch and got the first shot off as MJ slowly opened her deep green eyes.

"How many shots do we have?" MJ asked. She had done her best job at sexy and she was itching to see if she had any success.

"Almost a hundred and twenty," Peter responded after checking with his camera.

"OK," MJ breathed out, "Let's take a look before we go further."

"Further?" Peter asked to no answer. Desiree had asked for lingerie pics. MJ wasn't quite prepared to ask Peter for those. She would, if she was confident with the original set. Peter went without answers. He slid the memory card into his computer and they began clicking through the pictures.

"Wow Red! You look amazing!" Peter admired with MJ leaning over his left shoulder. "If Jonah gets his peepers on these, he'll never accept another one of my blurry Spider-man pictures again."

"They do look really good," MJ leaned in and hugged Peter around his shoulders. "Thank you! Thank you! Thank you!" Peter smiled goofily as she kissed his cheek.

"I guess I have to go all the way then." MJ sighed. She had butterflies in her stomach but stars in her eyes. Peter turned around and his eyes widened as MJ pulled off her tank top. She then unzipped her skirt and stepped out of it. Her initial response was to cover her breasts with crossed arms but she chose to put them on her hips. Peter's eyes goggled over her breasts and hips and every other bit. She wasn't even wearing showy underwear. Her panties were boy-cut and pale green under a white waistband. Her bra was half cup and laced with flowers. It matched the bottoms in color and trim. Peter wished his wall was a bit darker. The lighting and contrast would have her bright eyes popping out and beautiful.

"Peter? Can you pick up your camera instead of just drooling over me?" MJ asked, the fingers on her hips were starting to tremble. Peter had seen her in her underwear, well her bra, last night. She was feeling confident in herself and she was flattered by his reaction. Those stomach butterflies must have weighed a quarter tonne each. Peter reloaded his memory card.

His directions came out of a dryer mouth. MJ followed, kissing, smiling, laughing, and everything else for the camera. Low and high, back and front. Peter was going to hang on to these pictures. Thirty shots and MJ was being directed back on to the bed. Peter recalled the old pictures and tried to run her hair to the same positions. She let him place her arms. She resisted for only a heartbeat when he moved her legs back to the same spot. Her green eyes watched Peter with every breath. She had been more nervous behind the protection of her outer layers. She felt hot, horny. Peter was cute. Her mind was running away. She liked the strength in his voice. Peter only seemed to be in control when he was too distracted to overthink the conversation. He was smarter and funnier than any other guy she knew. She missed Mark. A nagging voice told her that Peter deserved better than to be her melancholy distraction. This was becoming too intimate. The camera clicked away above her. The faces she showed to Peter not matching a single feeling inside her.

"Are we good?" MJ asked in a sharper tone than she wanted to. Peter blinked in surprise. Peter recovered.

"Well you're going to need to get these printed out." Peter said flicking through the camera. "And you'll probably want to cut out a little over a hundred of these. But the photos are done."

MJ picked her clothes off his floor, she was pulling into her sweater when she was done. "Thank you, Peter." She said, her tone still clinical, officious. "I'm feeling a bit tired. I'll talk to you soon, we can get all this sorted out."

"I kind of figured we could go through the pictures toni-" MJ interrupted Peter by attempting to drag his bed away from the wall. "Alright." Peter reached under the bed and pulled it to the center of the room with a little too much of his super strength. MJ muttered another thank you and rushed out the door. Peter followed her but only reached the top of the stairs before the front door swung shut.

"Peter?" Aunt May looked up as her nephew trudged down the stairs. "Everything OK?"

"I have no idea." Peter sighed.

"Did you want to come up? For a cup of coffee or-" Betty Brant walked backwards up the steps into her apartment complex. Ned Lee followed behind her. She was dressed for their dinner date under her fake fur lined winter coat and white toque. Her fingers were vibrating, cold. Her knees were all but knocking. Her brown boots and skirt leaving them open to the elements. Her offer hadn't been interrupted by anything fun. She just found Ned thumbing his way through his iPhone. More Goblin questions and research. She stepped down to the bottom of the stairs and grabbed the lapel of his jacket.

"We're here?" He asked surprised.

"I'm here," Betty said with a shark tooth grin, "And if you're here you might even get laid."

The iPhone disappeared inside his pocket and he chased Betty up the stairs. Her swipe got them through the front door. Betty found Ned's fingers in her own, she was nervous and excited. She bounced on the balls of her feet as the elevator doors slid open. Ned absently hit her floor and pushed her against the back of the elevator. He had her hand pinned over her brown hair. He had her lips pinned under his own.

Betty Brant, beautiful brunette, was blissful. She hadn't been kissed like this before. Ned was attentive, passionate and relentless. She tangled one hand in his rough hair and grabbed tightly his belt. His tongue skated along her lips before delving into her mouth. She almost purred, she pulled him in tighter. She adored the feeling, loved being pressed up against the wall, unable to escape. She bit back, hungry for more. The floor shuddered and they were at her floor. Betty hadn't realized she had been pushed up onto her toes until Ned stepped back from her.

"Betty-" Whatever he was going to say was unimportant, she grabbed his wrist and pulled him down the hall to her apartment. Keys, lock, knob, push. She spun as the door opened and pulled him into the small one bedroom. They stumbled passed her kitchenette and she dragged him left to the bedroom leaving the modestly decorated living room behind.

Ned needed no encouragement. The fire Betty had lit propelled the two of them into her bedroom and onto her queen sized bed. She fell backwards, underneath his affection. He had kicked his shoes off, but both were still dressed for winter. She felt the nibble on her neck as she tossed aside her hat. She tugged at the jacket on his shoulders, gasping a little as his mouth receded from her ear so he could struggle out. She whispered her entreaties, she demanded so much more.

The struggle to get undressed was often interrupted. Betty's boots were pulled clear but she then rolled Ned back onto her bed, needfully pressing her kiss onto his lips. He rolled them onto her back, nearly off the bed. Their kiss broke with two knowing grins. He stripped open her jacket and she wiggled upwards and out of it. He swept it away, knocking over a picture frame on her nightstand. They fell back into bed, hands and mouths unceasing.

Betty was a magnificent woman. She put a lot of work into her body and it paid off brilliantly. Her stomach was hard and athletic but her skin was soft and her breasts were small and firm. Ned squeezed and caressed her through the pale blue top. She arched her back, pushing her body into his hands. He kissed her throat, along her dark choker and down to the pit between her collarbones. She whimpered, hands knotted in his hair.

Slowly but relentlessly, clothes fell away. Ned scrambled out of his shirt. Betty wiggled out of her skirt. Betty used her nails to trace along Ned's chest, she was already warm and wet but he looked as good naked as he had hoped. He grabbed her shirt, rolling it up and over her tits, willing to stop there as he pulled the cups down and away from her peaked red nipples. His kiss found her chest as she struggled the rest of the way out of the top. He massaged and bit and kissed his way across from one sensitive breast to her other. She urged him to stronger touches, harder kisses, deeper bites. She liked the force he had upon her, she reveled in sensuality.

She bucked as his first fingers pulled her black g-string down her thighs. The coldness of his belt pressed down against the top of her pussy and she shuddered. Wetness covered her sex. Saliva covered her breasts. Betty pleaded for some release. Kisses wormed their way down over her stomach, stopping at her navel. She tried to withhold her ticklish giggle. Her knees came up as her panties slid passed them. Ned continued, kissing down her thigh, frustratingly missing her pussy. She hissed disapproval and impatience. He smiled up to her light green eyes.

"God Ned!" She pleaded as he retreated far enough to kick away her panties. She rose up on her elbows, spinning the offend bra that had fallen to her navel and pulling open the hooks. Naked but for her choker and her earrings, Betty started fingering her own clit. Ned returned, kissing his way up her other leg towards her needy pussy.

The first kiss against the side of her pussy lips was like a lightning strike. Betty's whole body tensed, raring for release. Ned's tongue lazily trace it's way across her opening. He bit her knuckles until she retreated giving herself completely to his attentions. She grabbed her breasts, tugging on their reddened tips. Cool breath teased her sex. She writhed from side to side as Ned's hands pushed her thighs open. She hadn't been spread so wide since middle school gymnastics. It began to hurt but that just meant there was more sensation.

Ned consumed the taste of Betty Brant. There was a spice to her, something exotic, something undefinable. He licked up and down on her. His nose pressed her clit and his tongue invaded her. Betty gasped, the first onslaught of orgasm rushing over her. Teeth grazed over her sensitive flesh and she shrieked. Ned jabbed a finger inside of her as her whole body came. She rolled up on one shoulder, her fingernail scraped her breasts. Her toes curled inward. Her knee jerked angrily. He wouldn't stop. He kept licking, sucking, teasing, and finding every one of her triggers. Her clit was stuck between his lips and she begged until her throat was hoarse.

Breathing in fits and gasps Betty's bedroom grew color out of its pure whiteness. Her eyes were wide open, seeing nothing. A finger stroked along her pussy, so sensitive it made her skin tingle.

"Fuck me, Ned," She rose up on her shoulders and looked at the devil's eyes floating over her curly hair. "I need your thick cock."

Ned stood, still clad in his pants and boxers. He was only undoing her belt. Betty rose up to sitting and rushed down to the foot of her bed. Her ass slipped through her own wetness, still warm on her comforter. She couldn't wait for Ned's slow ministrations. He had barely stepped out of his trousers. She ripped down his boxers and grabbed his attentive cock. She leaned forward, biting and kissing his pectorals and nipples while she rolled her hands over his warm spear. She was a light touch, teasing gentle, enraging. She cheered giddily as he picked her up and threw her back upon the bed.

Betty's foul mouth enticed Ned to climb up and over her. He laid kisses from her curly hair up along her belly and in between her breasts. Two fingers attacked her dripping pussy. Another hand held her down by her shoulder. Her eyes compelled him to mount her.

"Hungh!" Betty winced as Ned breached her pussy. She was tight, no virgin but not widely experienced. She gasped as he bottomed out, the feeling of fullness invigorated. Her knees fold back, almost touching her bed to either side of her. Her hands reached up, setting at the small of his back as they led him into and out of her. Slow full strokes filled her. Her eyes fluttered closed. They kissed and then he settled his forehead next to her ear and gathered power and speed.

His back glistened with sweat and moonlight. Her body tremored with aftershocks and promises. She loved the feeling, she adored the power. Betty bit into Ned's ear. The pain a signal to him, he read it loud and clear. Their bodies came together with loud powerful collisions. The slap of flesh and her calls of pleasure forming a depraved harmony. She was still so raw from his cunnilingus. The power and the pleasure built inside her.

Her second pleasure hit her like haymaker. Her body tensed and shuddered. The feeling like every nerve ending was exposed. Ned still pinned her to the bed. His other hand twisting her red and battered breast as he himself crested his hill. She gripped his cock like a vise. She was unwilling to forfeit the pleasure of being full. She needed the hardness inside her as she trembled and whimpered. She whispered dirty things in his ear.

"I want to come," Ned growled into her blankets.

"Then come, fill me more," Betty murmured through her orgasmic haze.

"Let me pour it all over you." He begged. She didn't want to let go of the feeling she had. She always preferred sex to porn, no matter that both of her previous boyfriends were like Ned. She pleaded for him to come, but she had been adoring his control of her since he had finally put down his phone.

"I'll swallow it," She compromised. He was already pulling out of her anyway. She recoiled a little at her taste, still dripping from his red and raw cock. He had climbed up, kneeling under her armpits as he jerked towards her face. She made sure to look him dead in his eyes as she slipped her lips around his head and foreskin. Her tongue moved seductively inside her mouth, the taste of his prerelease sticky on the roof of her mouth.

"Betty!" He gripped on hand into her hair and pulled her further onto his cock. The first jets of come splattered inside her mouth. She tried to swallow but only snorted and cough as he continued to pile his seed on her tongue. Finally he settled. Sitting back above her belly as she wiped her lips with the back of her hand and forcibly swallowed the come he had left in her mouth. She looked at him with bloodshot and watery eyes. Her smile told the truth. She had savored tonight.

A few hours before sunrise, Betty rose up in her bed, alone. Ned had not! She swung her legs out of bed, wearing only the moonlight that slipped through her open curtains. She was too offended to be hurt yet. Every guy, every damned guy had only ever wanted one thing from her. She marched out of the bedroom and found Ned sitting on her sofa. He hadn't left. She felt guilty and a little stupid. Her scowl perking up into a devilish grin as she slunk into the living room and slipped herself around Ned. She was looking over his shoulder and onto his phone. He was looking over schematics of the Goblin's Tech-Flight glider.

"Mr. Jameson's going to flip when he finds out you're still working on a closed story." Betty squeezed Ned's shoulders.

"There's more to the Goblin story than we got to see, Betty," Ned declared.

"You still have Spider-man on your plate," Betty pointed out.

"Spidey's not going anywhere," Ned flipped the page to look at the pumpkin bombs. "And with the Jack O'Lantern character: we can be certain Goblin's not done with the city yet."

"Norman Osborn is dead." Betty explained, "Come back to bed, Ned."

"I'll be along in a moment." He kissed her cheek and turned back to his iPhone. Betty felt worse getting back into bed than she had getting out of it.

"Captain?" Jean DeWolff stepped out of George Stacy's way as he marched into the burned out tenement. Green powder burns and scorch marks were covered in concrete dust and shattered glass. The Jack O'Lantern had struck no fewer than five such hideouts last night. Quick, almost surgical attacks. The dead were all pimps, drug dealers and street muscle, but dead bodies in his precinct were unacceptable. Stan Carter was watching the lab geeks collect samples and take pictures. There wasn't a whole lot to be done here.

"What do we know about Jack O'Lantern, sergeant?" He asked Stan.

"Jack, Captain," He pricked up a quarter of a smirk before Stacy's glare wiped it off his face. "He's busting up some pretty heavy hitters. Anyone who seemed to be carving out a space for themselves now that Goblin and The Big Man are out of the picture. Seems to come in and just wreck the place before leaving. We found a few people who managed to run, he doesn't seem to concerned about chasing people down."

"Leave one alive and people will know what you're capable of." Stacy nodded. Vikings used to use that tactic. "Any hint on where he's hitting next?"

"There's three pretty big targets," Carter said, "I've set a extra patrol cars in each area. If he hits them, we'll know."

"I hate being reactive," Stacy grumbled. "You and DeWolff go on and get some sleep. I'm sure there'll be plenty for you to do come night time."

"Captain," Carter accepted his dismissal and left picking up his partner at the doorway.

Peter was elbow deep in a sink full of dirty glassware. Normally, Gwen tackled this part of the job. Peter was the sweep and mop flunky. Gwen was off with Harry and Peter was grumpy. Debra bumped passed him performing a catalog of today's used materials. Dr Warren stopped behind Peter.

"Mr Parker," He announced, "I believe there is a man outside waiting for you."

"Yeah?" Peter asked surprised.

"He is rather conspicuous in his attempts to be unseen." Dr Warren explained. "Miss Whitman pointed him out yesterday. I was going to have him escorted off of campus, for her sake, but his interest seems to be in you."

"I'll check it out." Peter decided. He pulled off his rubber gloves and walked out the front door. Even without the small buzz of his spider-sense, it wasn't difficult to find the man in question. He was tall and dark haired. He was older than most of the college kids. He was wearing a trenchcoat and a fedora like some kind of film noir detective. Peter sighed. This wasn't the first time he had seen the man. The man seemed to pop up now and again since the Goblin fight. Peter marched over and pulled the extraneous Daily Bugle out of the man's hands.

"What do you want?" Peter demanded.

"Uh, to be left alone by nosy teenagers." The man declared. He flipped up his collar and turned to leave.

"If I catch you following me again, I'll call the cops." Peter said after the man's back. It was a Peter Parker solution. In honesty, he wanted a Spider-man solution. He knew just how to get one. As the man left his sight Peter took a detour around the applied sciences building and up its red brick walls. He almost felt guilty about leaving a half filled sink of glassware but this guy.

Tailing a man on foot was easy for Spider-man and only a little bit frustrating. Webswinging he could easily keep up with New York cars. Now it was easy to stay out of sight, but he wasn't going anywhere. The man who had been watching Warren's lab was in no hurry. Peter only moved that slow when the destination sucked. Buying what little time he could for himself. Well if worse came to worse, Pete could follow this street down to the Daily Bugle. He had a paycheck to pick up.

The shriek, explosion and clatter was more pressing than one nosy man in a trenchcoat. Jack was back. Peter leapt off the wall on which he crawled. Thwip, thwip, thwip. He arced around to the next street. There was an overturned SUV in the street. There was a crowd of kids. There was broken glass. There was panic.

Two thugs struggled out of the vehicle. The crack of handgun fire put holes in nearby windows. Bullets wildly missing Jack as he ricocheted around the mess. Spider-man's feet kicked pistols out of hand and his free hand grabbed the thugs from the passenger side door. They ended up webbed against the side of a patrol car. Police were on the scene.

"Well, well, well, Spider-man's back from the dead." Jack cackled. Spider-man cartwheeled out of the way of the fire blast.

"Last time was your trick," The Spider dashed and weaved towards Jack. Three screaming pumpkin bombs exploded behind him. "This'll be my treat!" Spider-man's toe landed on the rebounding glider and his fist slammed into the steel guarded stomach of Jack O'Lantern. "Yeow!"

Flipping backwards, Peter stretched and flexed his fingers, nothing broken nothing sprained. It hadn't been as hard as Vulture's reinforced pack but Jack was armored. Some mix of reinforced motorcycle armor and a flak jacket. Jack laughed.

"A cheap shot you little shit?" Jack grabbed two Pumpkin bombs and threw them towards the Youth Center.

"You monster!" There were still people inside, hiding out from the battle. Peter had to throw some unlucky person's scooter into the bombs to keep them from blasting inside. The gas tank added to the blast. Metal battered and dented the steel doors. Shrapnel dug into the sidewalk. Peter charged Jack.

Flame throwers crisscrossed Spider-man's path as Jack bounced around. The flaming pumpkinhead grinned in delight as asphalt bubbled and tires melted. The smell was sickening.

"Jack!" Spider-man rolled under a jet of white fire and kicked off a parked car and closed the distance, "I think its time you figured out why Pumpkin's don't fly."

Peter flipped forward and slid under the Jack's trajectory. His feet gripped the ground and Pete rose up in a fierce uppercut. His shoulder tipped Jack onto the pavement. The exhaust of the pseudo-glider scalded Peter's belly but the disc bounded away. Peter stepped over Jack.

Jack was slow, armored as he was with no Globulin Green to boost his strength nor his speed. Jack didn't have much of a chance against the webswinger mano a mano. He started with a flame from his wrist mounted torch but Spider-man easily ducked aside. Spider-man dove forward, knowing how much force it took to bash in Mysterio's helmet. He pulled his punch hoping to end this without following into and mulching Jack's face. For the second time spider's hand screamed as he failed to punch through Jack's armor. The fire added injury to injury engulfing his hand. The pain was extreme, momentarily blocking out the tingle of his Spider-sense.

"Eat this webhead," The pumpkin bomb burst on Peter's side. Spider-man was thrown spinning over the nearest cop car. The back force hammered Jack in the armor, he gasped, hyperventilating as his lungs gave up all their air. Crack! Spider-man was clear and the arrived Policemen were shooting at him. The armor took the small arms fire but it hurt like hell. Jack's scream turned into a mad cackle as he spun up to his feet. He staggered as another bullet hit him under the arm and ricocheted off and into a car's backseat.

Spider-man was seeing Goblin's and not birds spinning around his dazed head. Paranoia and pain formed a potent cocktail in the webhead's mind. He staggered up, he was miraculously uninjured but badly hurt. Cat's almost healed scratches were crisscrossed with pumpkin burn. He was going to need to make more Spider suits.

Jack ran from the police's gunfire. A bullet had taken him in the fuel canister on his left wrist. It hadn't blow up but he was leaking green all over himself. It crusted as the air got to it, forming a gobweb handcuff around his wrist. The drippings sealed him at the waist. Jack saw red through the flames. He cartwheeled backwards as a spider booted foot collided with his collarbone. Spider-man was prepared for another quick attack but the Parker luck had prevailed.

He had knocked Jack over and onto his pseudo glider. It was caught half under a Ford. Jack, slow and battered, managed to recover and ended up on his knees on his glider. He had about one dozen pumpkin bombs left. He grabbed one in his arrested left hand. Fire jetted passed the spider against the barricade of police cars. The cops dropped down, their guns quiet since Spider-man had rejoined the fight. Spider came for another pass, swinging low on a web, aiming to kick the shins out from under Jack. Jack dropped the pumpkin, laughing as he maneuvered his disc, the bomb and the rocket overturned both spider and Ford. Jack took a wide arc, leaving a burn trail across the name Lincoln.

"Die Spider-man!" He yelled. This was it, finish this and he'd have all the fear and respect needed to be the next Big Man of Crime. The lances of fire kept Spider-man coming straight down the middle. The bombs landed behind the webslinger bringing him as quick as spider could. Three bombs left. Jack grabbed a bomb in each hand, even under the armor his body was screaming in pain, but he laughed as high and crazy as the shriek as the bombs came together in his hands. Jack blasted backward in and through the glass front window of the Youth Center. Spider-man flopped tail over teakettle into the street. Children screamed. Hobie Brown and the other volunteers but their backs towards the fight and between the huddling kids.

"Oh, now isn't this the perfect-" Jack O'Lantern's voice was hoarse from smoke and breathlessness. His second flame thrower had managed to stay intact and he celebrated the fact by scorching and igniting the particle board ceiling tiles. Two webs caught his shoulders and he was pulled out into the street and into the fight. He only managed to kick the controls of his disc so that it rocketed with him out the busted window.

"Has the fire cooked your brains!" Spider-man was livid. His spinning kick knocked away the flamethrower from his chest. Every inch of the spider was throbbing.

"I'll kill you Spider-man! I'll kill you! This is over!" Jack snarled. He grabbed his final pumpkin bomb. His throw went wide, the kick spider-man had delivered to his good hand must have sprained his wrist. He waved out a blast of fire. The spider ducked under the flame, he rolled backwards. Quickly, spider-man shifted into a run up the youth center wall. The pumpkin bomb chipped up the sidewalk. Dust and smoke and chaos filled the battlefield. The only remaining window shook as Spidey jumped off and over Jack.

"Now it's over, Jackie Boy." The second punch did the trick. A serious left as his right was still sore and burned. The helmet gave in, no pull to his punch. Spider-man laid out the Jack O'Lantern. The rebounding glider fell once to the ground and bounced hard into the window. Broken glass cascaded in shards and pellets. Spider-man hit the ground and rolled out onto all fours. Peter was breathing hoarsely.

"Get an EMT over here!" Two cops hurried out to arrest Jack. "He's concussed for certain. His neck might be broken."

Spider-man twisted. He was about to take off. The cops and the paramedics and the firefighters could clean up this debacle. Broke his neck? There had been no other way to stop him. He felt sick to his stomach. Killing villains?

"What the hell do you think you're doing?" Hobie Brown stepped right in front of Spider-man and yelled him down. "There were kids in here! You almost killed all of us!" Hobie was pissed, and not entirely at Spider-man. "You destroy the youth center! There're injured people everywhere!"

The streets had collected their share of bashed up and bloody people. "Listen Ho—Listen, kid!" Spider-man reached an arm up and shot a web off to escape. "I didn't step in and this idiot would have left more bodies on the ground."

"There weren't any supervillains before there was Spider-man!" Hobie snarled. He turned back. Cops and Paramedics were examining all the children. Administrators were doing a head count. Volunteers were holding children as much as the children were holding them.

"You think I do this for fun. I do this because someone has to." Spider-man tugged the web to give himself the tug he needed to take off and swing away. Hobie looked up after him. He looked around. The Jack O'Lantern's helmet was covered in fire suppressing foam. Green fluid was bubbling out and crusting around the neck of his broken helmet.

Luckily none of the children had suffered more than a light bruise. Someone had to do something all right. They had had the funds to keep the Youth Center opened throughout the summer. Hobie and the other volunteers had believed that they could have petitioned to get some other group or philanthropist to pick up the funds. All this damage was going to cost money. Money the center didn't have. The center had saved Hobie, and he knew it had saved a dozen other younger kids. It kept the kids away from the thugs and the gangs. He looked up and after Spider-man. Someone had to do something. If the kids couldn't be kept away from the criminals. The criminals would have to be kept away from the kids.

"C'mon Hobie," Glory was with Kenny and they collected Hobie from the middle of the street, "Let's help these kids get home."

Spider-man slipped into the Daily Bugle's supply closet. He had used this entrance so often he kept a stick of deodorant behind the floor cleaner. He opened the first aid kit and catalogued the bandages he took to hold his ribs and blood inside him. Luckily his face hadn't taken much of a beating. He looked disheveled but that was nothing out of the ordinary. It took him a quick minute to get dressed in civilian clothes. He waited at the door until his spider-sense waned to nothing and slipped into the offices of the Daily Bugle.

"Foswell get your keister down to the Lincoln Dynamic Youth Center! Where's Lee! I called Parker thirty-five point six minutes ago! Go! Go! Go!" Walking apoplexy sent his staff scattering. Betty Brant handed him a decaffeinated black coffee and a package of nicotine chewing gum.

"Peter just walked in the door, Mr Jameson." She floated past him, stomach in knots because she had no idea where Lee had disappeared to. Truthfully, he was probably at the Youth Center disaster. Probably wasn't good enough for J Jonah Jameson, however paying two reporters to go to the same scene was pretty bad.

"Parker!" Jonah strode towards Peter who was slipping his camera from his pocket. "My message said to get down to the battle not to the war room."

"Just swung back from there..." Peter was about to stumble over his word swung when Jameson snatched the camera from Peter's hands.

"Crap, crap, crap, crap, crap, Jesus! Kid, I do not want to see your dirty bedroom pictures." the newspaper editor shoved the camera into the freelance photographer's chest. Peter quickly turned off the screen so nobody could see the spread of MJ on his bed. "Robbie! Get those pictures printed off."

"Dirty bedroom pictures, eh?" Betty teased quietly behind Peter's back as she walked passed towards the photocopier. Before Peter could stammer out an underprepared witty comeback: Betty shuddered. "Finally, I don't know what Jameson wanted with that louse but I'm glad he's finally getting the royal treatment."

Peter turned to watch the man who had tailed him early that day, stumble and fumble, nearly falling face first onto his hands before scrambling up to his feet and shaking out his coat and affecting an air of personal importance. He walked to the elevator. "I think I know."

"What Peter?" Betty asked in a whisper as Jameson was throwing vitriol at the stalker's back.

"You'll never work in my town again, Gargan!" Jameson threw his rolled up copy of the Globe and stalked back into his office. The integrity of his glass walls were tested by the hammer of his door.

"Jameson hired him to find Spider-man." Peter growled. He was feeling hurt and betrayed. He offered a rude gesture towards Jolly Jonah and a polite wave to Betty. He almost forgot to unload his pictures onto Robbie's computer.

"Are you alright Peter?" Robbie asked, Peter had been wheezing a bit since he arrived.

"I must've got too close to the dust and smoke." Peter waved him off. "I'll be OK."

"That's not something to fool around with Peter. I've seen what dust and smoke can do to a person's lungs." Robbie gripped Peter's shoulder. "Drink some water and try not to overexert yourself but it you get a tickle in your throat or a pain in your chest you go straight to a doctor."

"I'll be ok-" Peter faltered under Robbie's gaze. "I will, I promise."

"Good, now get out of here."

Gargan had too much of a head start for Peter to figure out where to follow him. He had also promised Robbie to get some rest. He sighed, looking forward to go home as he waited a few minutes to catch the next elevator.

"You think I'm going to let my little girl traipse around like some kind of exhibitionist slut!" The drunken slur in her father's voice was as familiar as the accepting defeat in her mother's voice.

"Of course not," Her mother agreed, "I'll sit her down and talk to her."

"Do that, I'm not in the mood for wearing out another belt."

Mary Jane Watson hadn't heard a word of the conversation, she had long learned how to and when to climb down from her second story window. Her bus turned the corner, Glory Grant had promised her a place to bunk down for the night. A few days at aunt Anna's and Mary would come home to a father's neglect. That was always preferred to a father's rage.


	3. Accounting 303: Sticker Price

Ravencroft tried to be warm and relaxing. The walls were painted in pale yellows and bright blues. The lights were bright and the staff in their clean white coats tried to be as friendly as they could. Ravencroft failed. It still smelled like a hospital. The steel bars on the windows and the heavy locks on the doors intimidated. Dr. Ashley Kafka's heels clicked as she walked alongside Dr. Miles Warren and Mr. J Jonah Jameson. Kafka's purpose here was as a healer. She was a psychiatrist and neurologist. Her compatriots were here for other purposes.

Dr. Miles Warren was among the best geneticists in the world. His papers that she had read were quite groundbreaking, astonishing and frightening. Dr Kafka noticed a clear clinical detachment in the man. She understood him professionally but was quite opposed to him personally. She inferred that he was unhindered by ethical concerns. She suspected his brilliance could be downright nefarious. She would have preferred to work with Dr. Connors. Regrettably, Kurt had left with his wife and son to Florida. Ashley was stuck with Miles. She despaired her patients could be in more caring hands, however she admitted they could not be in more capable ones.

Jonah visited his son John at least three times a week. His gruff demeanor, short temper and caustic vocabulary were forgiven in light of the care he showed for his son. She had suffered his spitting vitriol several times. Healing takes time and even then, the chemical damage to John's brain was likely permanent. Despite the newspaperman's periodic conniptions, Dr Kafka wished most of her patients had someone who cared half as much as Jonah did. John was calm today thanks to light sedation.

"He's doing better, but not well," Dr Kafka explained. "He continues to work himself into a frenzy whenever he's lucid. I've prescribed sedatives twice daily. I had hoped to cut back to once daily, but..."

"Yes, thank you doctor," Jonah grumbled off waving away the psychiatrist. He glared at his son. John sat in a patient's gown playing checkers with a giggling gaunt redheaded man.

"You said you have an answer to Spider-man?" Jameson turned towards Dr Warren after Dr Kafka set off to perform her rounds.

"Indeed, Mr Jameson," Dr Warren opened a steel bound folder that contained highly sensitive and dangerous information. Jameson took it out of Warren's hands and chewed on his cigar. The orderlies always confiscated his matches whenever he visited.

"How am I supposed to figure out what this data means!" Jonah startled several patients when his voice carried through the sound suppressing windows.

"It means, sir, that I believe I can reproduce the Spider-man." Warren said calmly.

"And? You want to add to the plague of masked madmen wreaking havoc?" Jonah snarled.

"No, I believe I can create a proper foil to the Spider-man. One who can unmask him and bring him to justice."

"Yeah? So why don't you?"

"Such a process would take considerable resources," Warren said smartly, "A positive media response, and a subject willing to undergo the operation."

"Money, you people always want money!" Huffed Jonah. "It'd be easier just to put up the money as a bounty on the insufferable webhead's head."

"There are several benefits for your own position, Mr Jameson," Warren continued, "First you'd have on the ground coverage for your newspaper, secondly you'd be known as the man who stopped the Spider and finally, this operation may provide more insight in how to restore your son."

"I don't take kindly to those who would use my family against me." Jonah warned. "Or worse, a snake oil salesman who thinks he wave some miracle cure as some means open my checkbook."

"Of course not. And I cannot promise you a cure. I just believe that this will give me some insight into the cause of the damage in your son's brain. Science is not an instantaneous process."

"Excuses, excuses." Jonah grumbled, "You're going to help my son. We're going to put a swift end to the webhead and I'm going to celebrate." He smiled darkly around his cigar stub. Miles Warren and J. Jonah Jameson shook hands.

Spider-man yawned. Tears of drowsiness were forming under the eyepieces of his mask as he made his Monday morning swing to M3. Spring Break had been the most confusing time of Peter Parker's life. He had broken curfew all week trying to chase down a stray Cat. It was a tiring and fruitless effort. Making sure he was there to say goodnight to Aunt May and then swinging out the window for some late night street sweeping. When he caught a criminal he couldn't even post the pictures, as he was supposed to be in bed.

Pictures. He had a set of alluring Mary Jane Watson poses and a set of heart-stopping Black Cat candids. Redundant passwords protected both, though MJ knew of both. He hadn't seen her all weekend either. He dropped down into the Midtown parking lot and discreetly changed out of sight. Sighing, he walked to school.

"As I live and breathe! Peter Parker before the morning bell!" Harry Osborn greeted his best friend on the front steps near the iced over fountain. Harry was looking tan. His green eyes and bright smile returned to him. His winter coat hung open, a cup of coffee warmed his hands.

"Hey Har," Peter smiled back. He settled himself on the steps next to Harry. His old friend was being personable and looking well. He was also talking to Peter. Could life be taking a turn for the better? With the Parker luck? Pshaw! "How was the trip?"

"It was good." He slurped on his coffee, "Gwen and I couldn't get into any of the wild beach parties but I really doubt they were her scene. Saw the sights, had some great food, hit a few beaches and bombed around at Disney World for a day."

"Sounds like a blast," Peter couldn't imagine a better week. It had everything to do with girl.

"It was. Plus mom really needed it." Harry nodded. "How about you? Anything exciting?"

"Not much," Peter immediately thought of Cat and tried to underplay things. "A lot of Bugle and ESU lab work."

"Bo-ring," Harry sympathized. After one last loud drink, he threw his coffee towards a nearby garbage can. It rebounded off the lip and onto the walk. Back to good ol' Harry athleticism. At least his buddy was still off the Green.

"Your trip?" MJ appeared almost out of thin air. Peter flinched but smiled at the redhead. If only his Spider-sense was good for warning him about women.

"No, Gwen and I had a great time," Harry stood up. "Peter was just telling me about his break."

"Well I don't know how he got boring out of it." MJ apparently had a look as well. It was nothing so cutting as classic Gwen. Peter squirmed nonetheless.

"Oh, you guys didn't hook up, did you?" Harry misread the signs. He seemed genuinely happy. Like the face he had been wearing was carefully constructed and this beaming smile cut through the crap.

"No, not quite," MJ said with a small laugh, "We did have quite the memorable night though." Peter was about to comment when she kissed him warmly on his cheek. His speechlessness and goofy grin locked on her backside as she swayed inside.

"You'll have to explain what she's talking about later." Harry slung his bookbag over his shoulder. "C'mon Pete, I'll show you what class looks like when you arrive on time."

 _Peter!_ Liz Allan had watched the warm exchange with a twisted grimace. Last night had been the first night where she had made it through without crying. _You play around with my brother and now you took my boyfriend! And I was worried about Gwen! Don't let me catch you alone you redheaded, boyfriend-stealing, two-faced-_

"Liz!" Sally's voice cut through the not quite feeling like spring morning as she pulled her best friend into a hug from behind. She had been trying to force feed Liz a replacement boyfriend since her breakup and Liz just wasn't ready. "You'll never guess who's single!"

Rand Robertson followed his meddling girlfriend and the dejected Liz. He wisely kept his mouth shut.

"Mr Jameson," Betty Brant pulled her light jacket closed over her breasts, "Mr Gargan to see you."

"Thanks doll," Gargan oozed with a wink. Betty watched him go into Jameson's office as Robbie came out. Robbie made certain to close the door behind Gargan.

"What's that grease stain doing back here?" Betty scowled at the man's back.

"He's been begging and pleading to finish that assignment Jameson gave him." Robbie shook his head, "He's no use to anyone if you ask me, but Jameson has some scheme up his sleeve and Gargan's just lowered his rates."

"He's a disgusting little insect," Betty tried to be a nice person. Looked for the best in people. Didn't judge people by their looks. She believed that everyone had something worthwhile inside them somewhere. Mac Gargan was her crisis of faith.

"I couldn't agree more." Robbie and Jonah often had their differences. When it came to the paper, Jonah listened. When it came to Spider-man, Jonah did not listen.

"Robbie!" Jonah came out of his office with Gargan in tow, "I want to see some hustle out here. Mr Gargan and I are off on a side project. I expect the best!" The directions came without a hump as Jameson led Gargan out to the elevator.

"I'd never give you anything less," Robbie declared.

"I know, so get to it." Jameson's smile was disconcerting as he disappeared behind the elevator doors.

"Betty," Robbie turned to the secretary, "You may want to send Peter a text. You're friends, right?"

Betty's cheeks flushed as she had already pressed send. Robbie gave her a squeeze on the shoulder before he turned to the city desk and took the never-ending battle to Foswell.

"That's just great." Peter slumped into an empty cafeteria table and dropped his undercooked french fries and not-quite-fit-for-prison-inmates burger down in front of him. "A warning about a crazed psycho. At least this time it's my boss. Is it too much to hope for a friendly message or a sext or something?" Peter's grin turned up imagining such a message from Betty. Gwen and Harry set their food down across from him.

"What's wrong Peter?" Gwen asked, her vacation induced tan was not nearly as dark as Harry's. She brushed her hair behind her ear and flashed a worried but orthodontically perfect smile.

"Nothing, just a message from work." Peter growled.

"Pictures you need to take?" Harry asked. There was something damning in his question.

"No, Jameson hired some goon to follow me to find Spider-man," Peter explained, "I was kind of thinking that was over and done with."

"Oh," Gwen mumbled, "I can talk to dad about it if-"

"No, don't," Peter shook his head. "I can't really afford to lose the job."

"That's no reason to accept harassment!" Gwen reproached Peter, "Besides there are other papers and—"

"And if its money problems, I can always help out." Harry rolled over his girlfriend. Peter watched Gwen quiet up and felt a little angry. "Better than having my friend follow after Spider-murderer."

"Harry," Peter started feeling immediately uncomfortable. He really couldn't accept money from Harry and continue as Spider-man. He didn't want to nor did he think he should give up the Spider. Gwen would have been dead or worse without Spider-man. Spider-man wasn't going away anytime soon. He covered his sympathy with drive. "I got to do what I need to do. If that means snapping pictures of people you don't like so be it."

"Fine, but don't get yourself killed in this foolishness." Harry's worry was dripping in anger. Gwen interjected a new subject.

"Mary Jane says you helped her get the modeling gig?" Gwen looked brightly, "I'm still blown away by that."

"Yeah, it was crazy all right," Peter admitted. His mind turned to Roderick Kingsley. The man had wanted the specs to mass produce Rhinos. The man had taken over Oscorp. The man was dangerous. He worried for MJ.

"How'd you help her?" Harry asked. His fries had gone cold but that didn't stop him from mindlessly chewing on them.

"I shot her folio," Peter said, "They said she needed a professional photographer and I was in her price range."

"Sounds a lot better than Spidey pics." Condemned Harry.

Peter's mind flipped through his mental album of dirty Cat pictures. "It's close." He admitted.

"You've got the experience with The Bugle," Gwen said, "And the in with MJ, why not see if they'll hire you?"

"In with me where?" MJ appeared sans lunch and sat down next to Peter. She sat close enough that he could smell her shampoo and feel her thigh resting against his. He inhaled discreetly.

"At the modeling agency," Harry responded, "Congrats by the way."

"Thank you," She gave a short little curtsy in her seat.

"We were suggesting to Peter that it'd be a lot more fun and safe to shoot pictures of you rather than of Spider-man." Harry continued.

MJ's dirty smile told Peter she was recalling the Cat photos as well. "It'd be close."

The words raised Harry's eyebrows before they furrowed.

"I'm sure it'd be a weight off of May's shoulders too." Gwen piped in. She wanted to say how much she worried, but things with Harry were shaky, especially with him recovering from his addiction. She tried to be as discreet with her feelings as she could be. She wanted to say that chasing after supervillains and vigilantes was no way to look after a recent heart attack patient.

"I'll think about it. I am still on contract with the Bugle." He had signed it pretty quickly because of how much he needed and wanted the money. Now he was worried at how tough it would be to weasel out of. Of course, there was also the fact that if a Bugle reporter had to disappear because of a major battle downtown he was earning his paycheck. If Octopus started on a tear through Times Square, a fashion photographer might not have the same leeway.

"Well it can't hurt to talk to them," MJ nudged Peter, "Besides you'll like Vaughn-Pope. She's a total nerd."

"You know I also happen to like popular people too," He elbowed her ribs back and the pair shared a laughing smile. Gwen looked down at her shoes and held back a frown.

"Good morning, Dr Twaki[1]," Dr Miles Warren watched as four men entered his workspace. Dr Twaki had not been expected. Of course, Warren knew of the man by reputation, a brilliant biochemist, and of the three brilliant men who had put together the research initiative that is Tri-Corp. Dr Twaki greeted Dr Warren with an impersonal nod and was followed by a courier in a grey cap and green coveralls[2]. The courier pushed a hand truck carrying a Tri-Corp emblazoned trunk banded in steel.

"Are we ready Warren?" J Jonah Jameson had entered first and was already pacing around the laboratory while his disheveled companion poked at the glass of the spider display. His lab assistant, Debra Whitman, was busy with her masters classes and his high school interns were not due for hours. He could see no trouble, but he did not answer until the courier had left.

"We can begin provided Mr..."

"Gargan." Grumbled the man looking up from the spiders.

"Mr Gargan is prepared for the procedure." Dr Warren opened a fume hood where he had already measured and balanced the injections. He loaded the first vial into the needle gun.

"Excellent!" Jonah rubbed his hands picturing the capture of the webhead. "Not having cold feet are you Gargan?"

"You know me, boss," He shrugged out of his duster, "Anything at anytime when the payday is right."

"First we are going to inject you with a-" Miles began explaining the procedure in his academic tone but Gargan waved him off.

"I ain't need to know what's in it to make it all work do I?" He scowled.

"Of course not, Mr Gargan," Dr Warren readied the needle gun on Gargan's muscled forearm. The man's heavy jacket and mild slouch really disguised the sheer power underneath his skin. An excellent specimen.

"I must admit," Dr Twaki interrupted before Warren could depress the trigger mechanism, "I find this experiment to be highly unethical."

"How so?" Jonah growled, "Gargan knew what he was stepping up to. Lawyers even drafted the paperwork covering your, Warren's and my collective asses. Besides it ain't like no one's been doing this crap before. Only now we know that the end result isn't going to be some crazy villain but an upstanding hardworking flesh and blood New Yorker." Miles Warren shook his head when Jonah attempted to light his cigar. The newspaperman let out a strong growl. "You get to test your suit, Warren gets to find my boy a cure and I get to deal with Spider-mask once and for all."

"I'd like to add-"

"No need Dr Warren," Twaki raised his hand, "I was just making sure my misgivings had been stated and acknowledged. Proceed."

"About damned time," Mac Gargan muttered something about bickering housewives and eggheads. He seethed a quick inhalation as the first needle punctured his wrist. Warren followed with two others. He pocketed the nanotech control robots. There was no reason to consider Gargan a long term investment.

Since Warren had augmented Kravinoff, he had significantly improved the process. Kravinoff underwent gene treatment for weeks before the effects were visible. Gargan only had enough time to wince at the needles, turn to Jonah and laugh about the easiest two grand he ever made. Gargan convulsed, gripping his chest and kicking his legs out. Jonah was excited and angry but not panicking. Twaki's eyes widened and he stepped towards the door. The serum was arthropod, but due to Jonah's specifications it was centered around the aspects of one of nature's deadliest. Gargan felt his muscles release and contract as he howled. The muscle he carried had been bulky and it quickly slimmed into thinner, leaner, harder versions. His full height was obvious as he flexed and struggled back onto his stool. Sitting tall he was at nearly six foot two, a whole three inches taller than his natural slouch. His eyes had taken on a greenish quality from their natural brown. His hair was pasted to his head by sweat.

"How are you feeling Mr Gargan?" Warren asked when the man's breathing steadied.

"I'd kill for a milkshake and a steak," He grumbled, "And several dozen beers."

"That's your body demanding more protein," Warren explained. He left out the alcoholism, "Eat heartily for a few days."

"Will do," Gargan nodded with a wheeze. He steadied himself on the edge of the work bench, but his fingers sheared through the particle board and laminate. "Shit."

"A side effect," Nodded Warren, "Scorpions have vicious pincers and you'll notice your own grip having similar qualities."

"Well I'll have to get hookers more often now," Gargan announced. Jonah snarled.

"It's not over yet, Gargan!" He growled and pushed Twaki forward.

"Yes," Dr. Twaki reset his glasses upon his nose. "You are aware that Tri-Corp's weapon development has surrounded on body armor and weaponized suits. It was our prototype that was stolen and implemented by The Shocker and our Jupiter Suit that-"

"The man's not paying me to fail another class, Doc. Just suit me up."

"Of course," Twaki decided he was betting on Spider-man. The suit was contained in four parts. The first three were armored clothing, a shirt with sleeves and a hood, a set of gloves and full pants with boots. The final part was a segmented tail. It connected to the pants and was wired through the shirt to the hood. Sensors at his right shoulder and the base of his spine would accept signals commanding the weapon. The tail itself was extrapolated from Otto Octavius's work. Powered by a Megalo-Pak, it should hold out for nearly four years before it needed recharging. It was made to swing like a sledgehammer and implemented with a pick for extra destructive power and it carried a reservoir of compounds that could be expelled as an acidic blast. Dr Twaki attempted to help Gargan into the armor but the private dick pushed him backwards. Twaki managed to stay upright with Jonah's help.

"I can put on my own clothes, Doc," Snarled Gargan as he stripped down to his disgustingly spotted boxing shorts. The pants fit like a second skin, impressive because of how his muscle mass had changed through the process. The shirt was only slightly looser but when he pulled the hood up around his hair it hissed and clung tight to his body. He snagged on the gloves and tested them. They kept him from ripping things apart with his hands. The tail was a two man job. He snarled at Twaki, so Warren connected it.

"You going to be ready for Tomorrow, Gargan?" Jameson demanded.

"Be there with bells on boss," He grinned. Warren sighed. Gargan's excitement destroyed the edge of one of his work benches with a blow from the tail. Jonah was mad-eyed and giddy. Gargan was feeling powerful for the first time in his life. Twaki was quiet and reserved. Warren was looking forward to Gwen and Peter arriving so this mess could get cleaned up.

The Vault was New York's answer to supervillains. It was centered in the deepest parts of Riker's Island penitentiary. Specially designed cells to handle any of the supercriminal element that had been popping up in the city. Rhino lay in his cell, snoring despite the aggravating electronic voice that responded to any and all stimuli with the threat of tranquilizing gas. Liz Allan was glad, she didn't like Rhino's eyes on her when she came to visit her brother. Her eyes were red, she had been crying on the cab ride over and she hadn't managed to mask the fact by touching up her makeup. One guard carried a steel chair, one of the ones wrestlers battered each other with. They arrived in front of Molten Man's cell.

"Please stand back from the door or suppressing foam will be released to detain Allan comma Mark." The voice declared.

"I know," grumbled Mark. He had been pacing, he had little to occupy his time in prison. He had access to books and exercise equipment, but not the general population. He always imagined that it would be better to be left alone in prison. Two guards a day and whoever delivered his food and reading materials were all the company he could guarantee. It didn't matter that someone else controlled his superpower. While he was a supervillain, he was alone. Liz's visits were the only thing keeping him sane. One month down, only one hundred and nineteen left.

The guard set up the chair in Mark's cell. Liz Allan took the guard's offered hand as she stepped up over the door seal and settled into the chair. He gave her the standard warning about leaning too far back because she'd get her pretty hair full of extinguisher foam. She smiled politely, the guard was friendly in his condescending way. The door shut behind her and the computer voice assured all parties it was closed.

"I know," The Allan siblings mumbled together. It had become a shared joke with them and Liz really needed to smile.

"You look like you've been crying, Lizzie," Mark reached out and brushed her cheek. "You still hung up on Peter?"

"I saw another girl kiss him today," She said like a knife in her chest.

"He was never good enough for you anyway," Mark reiterated, "You deserve the best."

"I can't believe that's what he said when he broke up with me!" Liz growled. "I know it was to get with Gwen. If I'm too good for him, than what the hell did she do to be so foul!"

It wasn't enough that Gwen was smarter and more interesting than Liz. No, Gwen was beautiful. She had hid it for years under heavy sweatshirts and baggy pants. Her beautiful eyes tucked away behind thick glasses. Her gorgeous hair wasted in a utilitarian ponytail. Why couldn't the nerdy bitch have an acne problem or something? Liz slumped down.

"Don't go comparing yourself to Gwen," Mark would hug her but there were strict no touching rules and he already pushed those to the limit by rubbing her cheek. "Besides she's still with Harry, right?"

"Yeah," Liz mumbled, "But this was worse. Now Pete's all touchy feely with Mary Jane Watson."

"MJ?" Mark narrowed his eyes. He was still pissed that his lawyer couldn't get her in to see him. Not that conjugal visits were a right of unmarried, underage supercriminals. "The fucking bitch. It's been four weeks! That-"

"Voices will be lowered or suppressing foam will be released to contain Allan comma Mark." The voice rang.

"I know," Mark and Liz seethed, but more quietly.

"Yeah, I'm pretty sure she slept with him over spring break." Liz growled. "You can just see the difference in how Peter moves like that."

"You never slept with him, right?" Mark asked, it was fearful and forceful.

"No," Liz sighed. She would have, had he made their dates or tried anything. She and Flash had been hot and heavy all sophomore year. "You and MJ?"

"Yeah, pretty much every opportunity we got." Of course he's going to brag about it. Liz was starting to hate MJ. She had never been this angry at anyone other than Mark. His gambling had destroyed his life and she saw it coming. But that was a hot worrisome rage. The kind of anger you can only have when you can't help someone from making a terrible mistake. The anger she had for Gwen and for MJ was seething with envy and hurt. The anger she held for Peter was the only way to keep herself from going back to him.

"She any good?" Liz had to ask something. Sex was an odd topic with her brother but so long as they didn't discuss her problems Mark never thought twice about it.

"Yeah! She's as hot and fiery as her hair." Mark's reminiscence was bittersweet. The thoughts of fire brought him to his predicament. Maybe he should have busted out when the goblin lighted him up last time. Now Osborn was dead and he was stuck in a ten year sentence. He longed to hug Lizzie, but that foam was terrible and they'd spray him if he made any attempts to hold her.

"Well, I'm glad for you," Liz said. "Has mom or dad come to visit yet?"

"No," Mark fell back against the wall. "Haven't seen them since the trial."

"I'll talk to mom again. She wants to come," Liz was quiet.

"Yeah but dad says I'm not worth saving." Mark sneered.

"Miss Allan, times up." The guard appeared at the door and rapped it with his truncheon.

"But! There was no way that was ten minutes." She pleaded.

"I'm sorry, miss, but time is time." The door was opening and the guard had his right hand resting on his stun gun.

"I'll see you in a few days, I promise!" Liz reached in and gave Mark a quick hug around his shoulders. The guard stated "No Touching." but without enthusiasm. Liz said goodbye once again and Mark just nodded. Liz walked off, thinking on their little conversation. When she got into the next cab, her face was stony and her eyes were dry.

Peter Parker woke early for a Tuesday. Last night's Spider-manning had been a bust. No street crime, no supervillains, exhausted and bored he called it a night by nine. It was a hard decision, part of him wanted to stay out all night every night until he found Black Cat. After settling in back at school, talking to Harry and Gwen, being around MJ, part of him hoped he could put Cat's crazy fling behind him. Aunt May was up and about preparing in the kitchen. Dr Bromwell had said she was fit as a fiddle but Peter still fussed whenever he saw her hard at work. The thick smell of bacon and eggs told him it was about to be a delicious duty to perform. He heard the paperboy dropping the Bugle on his doorstep and opened the door in his undershirt and boxers.

"An Invitation to Spider-man. The Daily Bugle Wants You to Tell Your Side of The Story" The two line headline was less hard hitting than Threat or Menace! Peter shook his head. What kind of idiot did Jolly Jonah take Spidey for? Betty's text message yesterday and this obvious trap today. Good news all around. Peter was starting to feel like a Parker again.

"Good morning Aunt May," Peter greeted his aunt warmly. He had the Daily Bugle under his arm. He sat down and turned to the funnies.

"Good morning Peter," May said with an ebullient happiness, "I didn't expect you up for half an hour. Breakfast isn't quite ready yet."

"Speaking of which, bacon isn't entirely heart-smart." Peter turned down the corner of the Bugle and gave a correcting look to his aunt.

"I know Peter," May laughed, "The bacon is for you. I made myself a healthy breakfast, although it wouldn't hurt you to try eating a little more healthfully."

"I'll have an apple with the eggs, bacon, cheese and biscuits." He promised.

"Oh, Peter," She shook her head smiling.

Liz arrived at Midtown with Rand and Sally, Flash and Sha Shan, and Kenny and Glory. She watched with envy as the three couples laughed and talked and touched. She cut away from her group as soon as they passed the courtyard. She watched them walk off ungratefully as she settled down onto the fountain's lip. The cold stone bit through her green and black skirt. Her leggings were drawing the eyes of many the school's young men but she didn't see one. Mary Jane Watson had arrived.

"MJ!" She waved the redhead over to her. Green eyes looked with surprise and interest at Liz. Shrugging the redhead walked over and sat down next to her most recent boyfriend's sister.

"Hi Liz," MJ greeted guardedly, "How's Mark?"

"He's... Lonely," Liz sighed, before passive aggressively adding, "He could use some more visitors."

"I wish I could go," MJ put her hand on Liz's knee and looked sympathetically into her eyes, "But they won't let me see him."

"I know," Liz admitted. "That's not what I wanted to talk about."

"Oh?" Mary Jane was surprised. She and Liz had never been very close. Liz accused MJ of wedging Peter and Liz apart to make room for Gwen. The redhead also got much closer to Mark than Liz had wanted or trusted.

"What the fuck did you do?" Liz asked in a quiet rage.

"I don't know what you're talking about," MJ pulled her hand back and looked at Liz with irritation. MJ didn't take well to foul language, it reminded her of her father during the bad times.

"Peter says I'm too good for him," Having someone she could blame managed to hold back Liz's tears, "Now, anyone can see the difference in the way he's walking. You're kissing him on the steps, sharing some secret rendezvous over spring break. So tell me, if I'm too good for him, what horrible things have you done to be bad enough to deserve Petey."

The fire and succinctness in Liz's words really got at MJ who fell back on the defensive. "I kissed him on the cheek! He helped me out with a job! What do you mean the difference in the way he's walking?"

"What did you do?"

"I'm not and I haven't been with Peter." MJ said after one calming breath. The breath didn't work as well as she hoped.

"Fine, I'll find out the truth somehow." Liz grabbed her bag and stormed into the school. MJ was left on the fountain looking confused and worried. Liz's warpath marched her right passed Rand and Sally who had noticed her fall back and were waiting for her to walk to chemistry. Liz didn't even seen them.

"You going to go after her?" Rand asked. The concern apparent on his girlfriend's face.

"No," Sally said, "Well yes, we're going to the same class, but no she needs time alone. I've been trying for weeks and I can't get through. Sometimes I wish he had blown up with that van."

"What van?" Rand asked.

"Nothing," Sally sighed. She really didn't want to see Peter hurt. She just didn't want to see Liz hurting. "You want to skip first class. The gym's empty."

"Yeah?" Rand raised his eyebrow. Rand was a model student, decent grades, football star, best looking girl in the school, near perfect attendance. He had a strict father to make proud and he did make his father proud. Of course, when a gorgeous blonde leads him by the hand to the relative privacy of an empty locker room, Rand realized he could make a few concessions.

Sally grinned foolishly as she rushed ahead of Rand. The pair made straight for the gymnasium and more importantly the change rooms. Sally was getting more and more flared up with every step she took.

"Good morning, Miss Avril," She nearly jumped out of her skin as Captain Stacy greeted her.

"Good morning, Mr Stacy, sir," She put on her most innocent smile and looked up at the police captain with her bright blue eyes.

"Off to class?" He insinuated.

"Yes sir," She agreed. Her nasal voice as lilting as she could manage. She wished her shirt could have had another button to open, she found it easier to lie to grown men with her cleavage showing.

"Me too," He looked at his watch. "I'll see you next period."

"Looking forward to it." Her smile almost cracked as Captain Stacy headed off. Rand was just appearing around the corner. His unhurried pace excited Sally. Rand never got whipped into a frenzy, even when she was horny.

With no further interruptions, Sally rushed into the women's locker room. Rand was still a minute behind her, coming soft and strongly like some sexual terminator. Sally bounced on her heels as she tore off her close and shoved them in one of the cubby holes next to the shower. They had been doing this for a while now, had learned that the girl's locker was the safer place. The showers were stalls, though they had no curtains, whereas the boy's room was one open pit. Also Mr. Warren, the biology teacher, sometimes took a shower after performing demonstrations or experiments in his classes. Not that Sally expected to be in the room by next period's bell.

She had just laid her bra over her properly folded pants when Rand walked in through the door. Sally grinned. She hurried out of her pale blue bikini cut panties, naked but for her socks. Sex was already spotting her underwear. Rand was a god. Her own tall, muscled, dark, handsome, unstoppable, ferocious God. He picked her up with one hand; her "Oh!" echoed around the brick walls. He ripped off each of her little bluebird socks and tossed them into her cubby locker. Giggling, she kicked her feet clear with each socks removal. She bit her lips to conceal her delighted cry as he pushed straight down onto the benches before the lockers. Her but reverberated with the impact and it hurt. Sally winced as Rand pulled out his cock in front of her.

"Oh God," She paled a little. She wasn't the most enthusiastic blowjobber. Rand's cock was a beast and Sally had trouble getting her mouth around it. She started by licking the outside, Knowing rand was stripping off his top as she trailed her tongue from top to bottom. He stepped up his right foot onto the bench between her splayed thighs. Sally was beginning to lave her tongue around his engorged head. He grabbed her hair and she did her best to open as wide as she could. Coughing and sputtering, her throat resisted invasion. Rand thrust into her mouth as his free hand tore open his laces.

"Rand Robertson!" Admonished Sally, red-faced and teary-eyed.

"Sally Avril," Rand just smiled and rolled the words out in his aggression. The sex, that's why he put up with her. She'd have a few things to say when this was over. If he had done his job right, she'd slur the words for how dizzy she was.

She released a quaking shriek as he kicked off his shoe and stood on the bench again ready to untie his next set of laces. Sally lips vibrated chaotically around his cock as she was pulled in with one hand again. Panic, spittle and pleasure spattered from her pale lips down his dark cock. His next laces were undone.

Kicking off the sneaker, Rand let Sally up. She suppressed her gag, but her mascara was running down her cheeks. Her angry pout was looking particularly pissed off. Rand just wiped the sides of her spittle covered mouth with his thumb. She pulled off his pants and boxers. Stepping on the backs of each sock he was as naked as she was.

"Rand!" She gasped as he lifted her once again and carried her into the showers like a pirate. The water was running, scalding hot and Sally shrieked as Rand tossed her under. She ducked and twisted the knobs until she was comfortable. As soon as it was tolerable she was pressed up against the tiled wall and skewered.

Sally knew what she liked. She loved a slow, sweet and passionate lovemaking that took its time and left her breathless. She liked how he'd hold her and cover her until she was hungry and ready to encourage him onto his back with a soft insistent push on his shoulder. She loved the sweet feeling of being full and the needful feeling of coming together in orgasm.

Sally's right calf was captured in Rand's big hand and she was split, spread eagle, balancing on her big tiptoe while her hands gripped the handicap accessible bar. She chewed the inside of her cheek as she felt all of Rand's two and thirty six pounds of muscle crash into her silken soaken sex. Her cheek was pressed hard into the tiles and her knuckles were turning white on the bar. Her tits splashed the shower water with every violent collision.

"You like that!" Rand told her as he pounded away, "You like it hard!"

"I love it!" She admitted as her hair grew wet and curtained her face. "Give it to me!"

"Yeah!" Rand growled, he had her split wide open. He had her held aloft. Yet, he still had to bank his knees and stand wide as a sumo wrestler to dip down deep enough to fuck her. His whole back was slick and glistening from the shower. His throat was taut and his jugular bulged. He could feel every perfect inch of her insides. They said it was what was inside that counted. In that case, Sally was the most perfect girl in the school.

The little blonde was losing control of her voice as she opened her mouth the gasp and mewl. There was pain, fierce insistent pain that excited her. She had no control, she was stuck until Rand was done with her and she begged that he'd never be. Her blue eyes rolled back into her head and her back curled as she was forced against the shower stall. Her cunt was clinging hard to his cock and she never wanted to let go.

Rand was a very proportional man and he was slamming deep inside a very petite cheerleader. She was starting to squeak and soon she'd let loose her screams. Her nasal spike of voice would sputter out the filthiest little swear words as her body was wracked with pleasure. She kept spitting out the hair that ran down over her lips. Rand knew it was time to get serious.

"What! God!" Sally was pulled back from the wall. She wanted to sling her legs around Rand's waist and he let her, his dark smile hiding his intentions. She snuggled down on his cock until it was completely sheathed inside her and pressing against her cervix. The sensation of fulfillment was as intense as the heat steaming in the shower. She mouthed her love for Rand and he kissed her lips, her water soaked hair stuck between their lips and kept his tongue from diving into her little mouth.

"Rand!" She muttered, the pleasure in her body tight as a coil and the slow build she was getting out of him lifting her on his cock was such a tease after the pounding he had opened with. She knew he was just waiting for her to beg for more. He wanted to tear into her once again. She kissed him lightly once more. Her hips rolled up and down, gliding the cock in and out of her sex. She could have stayed like this for hours but they didn't have that long. She knew how he'd come when she let him off his chain once again. She wanted him to take her. Simpering, she insinuated all of her desire into one little word, "Please."

Rand's mouth spread into a corsair's grin. She expected to have her shoulders collide with the shower stall while he devastated what was left of her body. She didn't expect him to bend forward, encouraging her to roll back so her hands were in the palms down in the swirl of the shower drain. He didn't do this very often. She knew she was going to hurt. She knew she was going to scream. She knew she was going to love it.

"Sally!" Rand groaned as he stepped over her split legs. He hand both hands gripping her left thigh while her right foot balanced on the handicap accessible bar. He was bent over, aiming down into the sex he had never left. Hard he pounded into her, she slipped down further, controlling her descent until her neck was crooked and she was balanced across the span of her shoulders. She snorted as the water ran into her mouth and nose. She kept spitting while she screamed. He thrust hard into her and the pair of them called up a fierce racket.

Sally was the first to come, already so wound up, already in such need that her toes curled and her knees kicked. She screamed as she kicked the stall wall and her sex gripped down on his long invader.

Rand was the conqueror. He had tamed the spiteful cheerleader with the power of his cock. He reached down, grabbed her by the hair, letting her slip of his cock into a splayed pile on the floor of the shower. His cock smelled of her dripping sex and it tasted salty. Sally rose quickly to keep the hair in her scalp and hungrily consumed Rand's still throbbing cock. She squeezed her cheeks around him and purred as he so readily spilled his affection across her delicate tongue. She grabbed him with both hands and pumped every last drop into her mouth. She smiled as she swallowed her reward. She climbed to her feet and he pulled her into a tight embrace. His finger ran down her cheek, a gesture she felt was full of affection, but he was just tracing the red line the drain had left imprinted there. He smiled. So did she.

"Think we have time for one more before we get cleaned up?" Sally begged, her fingers wander all over the best part of her man.

"Yeah," Rand said resurrecting, "I hope you can manage."

The Daily Bugle was bubbling with activity. Jonah's bright and cheery mood was disrupting his workforce, however that meant everyone revved up their workload to eleven so they wouldn't be the poor sap who was under Jameson during the inevitable collapse. Betty avoided her desk, being directly underfoot wasn't the smartest strategy. She filed, photocopied, ordered, fetched, juggled, berated, praised, and operated all over the office. She slipped a hand across the back of Ned's neck and gave him a smile as he followed up some lead on his phone. He almost gave her a full smile before being drawn back into the conversation.

"Escaped? When? From the transport? They attacked the hospital. I'll grab a photographer and be right down." He pulled his jacket off the back of his chair before he had hung up his phone and shoved it into his pocket. He rushed over to Jonah.

"Mr Jameson!" Ned did what no one else had the courage to do all day, talk to Jonah.

"What is it, Lee?" Jameson was downright friendly.

"Jack O'Lantern busted out of his hospital bed. I need to grab Peter and-"

"Sorry, Ned," Jameson put up his hand, "Peter's on assignment. Grab one of the other photographers or learn to snap pics yourself."

"Yes sir," Ned slumped leaving. Betty gave him an uplifting smile and he returned a false one. There was news to cover.

"What assignment is Peter on?" Robbie didn't share his team's fear/worship of Jonah. Robbie knew the best way to handle Jameson was with straight honesty and, when the situation called for it, backbone and defiance.

"The assignment of his lifetime!" Jameson said gleefully, "The defeat and unmasking of Spider-man."

"And how is that-"

The elevator opened to let Lee out and Parker in. Peter gave a hello to the Asian reporter and was summarily ignored in return. Shrugging his shoulders, he entered the Bugle. Betty gave him an apologetic smile. Peter was thinking with his little spider when he smiled back. He shook the cobwebs out. Ever since Cat last week he'd been looking at women a lot more intently than before.

"Peter my boy! Glad you could make it!" Jonah walked away from a steamed Robertson to clasp Peter around the shoulders. "It's going to be a glorious day."

"Why?" Peter asked, "Do you expect Spider-man to come after that ad?"

"Ad my boy? That was outreach. We need to get into the head of wallcrawler. The world needs to know its heroes." Jameson waxed, "And I need you right here to get it all on film."

"Actually, this is a digital camera and-"

"Shut up, Parker," Jameson said through his brightest of smiles.

"How do you know he even reads The Bugle?" Peter pushed. He wanted to stay out of his mask and away from his boss today.

"He's the one who calls you and demands you take his pictures." Jameson poked Peter in the chest. "A glory-hog right? There's no way he'll miss this."

Peter supposed the "Spider-man" he had constructed during Venom's declaration would indeed fall for this. Sighing, he looked at Jameson and said, "Well if he's coming he usually swings in through the window. I should get some real estate to get the best angles."

"Good work, my boy," Jameson pushed Peter out. The boy had odd habits but he got the best and only Spidey pics. As soon as Peter disappeared behind the closing elevator doors, Robertson round on Jameson yet again.

Betty settled into her desk and sighed. Ned and Peter all tangled up in things. That was why she cared for both of them, she liked driven men. She also worried about driven men. She hoped Peter would stay safe and she hoped Ned would open up to her again soon.

The Spectacular Spider-man leapt out the supply closet's window before launching a webline out and swinging around and up. He stuck on the window outside of Jameson's office.

"Knock! Knock!" Spidey pushed open Jameson's window.

"Spider-man!" Jonah slammed his office door behind him, shutting himself out from Robbie's glare.

"You're supposed to say 'Who's there?' Picklepuss." Spider-man rocked lazily upside down on his webline.

"Can it web-"

"Interrupting webslinger!" Spider-man shouted webbing up Jonah's mustache. "I don't know what you want, Jolly one, and I don't care. I'm going to-"

Peter's spider-sense erupted like Vesuvius. He twisted just in time to see the green hulk leaping at him. "Whoa!" Peter kicked off the window and flipped down a story before grabbing the brick wall.

"Well, well, well Spider, looks like The Scorpion finally caught up to you."

"You know I figured with Toomy and Gobby gone I'd get a vacation from new supervillains," Spider-man sighed. "Now it seems like every two-bit thug gets to play dress up."

The scorpion was protected by green plated armor. He was huge, only outclassed in size by the Rhino. The armor broadened shoulders, barreled chest and thickened legs. Gargan stood at six and a half feet and leapt near to thirty.

Size alone no longer intimidated Peter Parker. Spider-man's webline grabbed the lip of the building's roof and Spider-man tensed his web, slingshotting himself in a double kick to Scorpion's chest. Gargan didn't even move from his perch. A gauntleted hand grabbed a spider-boot. Spider-man grunted as the grip clawed his ankle, without the glove and boot it might have sheared to the bone. Slam! Spider-man coughed as he collided with the Bugle's brick wall. Slam! Spider-man crashed into the wall on Scorpion's left. Crash! Scorpion let go of Spider-man's ankle while the webcrawler burst through the window of the bugle. His momentum carried him over Jonah's ducking head and through the glass doors that separated Editor in Chief from staff. Betty yelped and kicked of her desk, rolling back on her office chair away from the shattered glass.

"Scorpion! Take it outside!" Jameson shouted as Gargan climbed into the office. The self satisfied smile on Scorpion's face flickered for a moment.

"Your paycheck," He grumbled. Scorpion felt less convinced than usual. He was kicking Spider-man's tail. He deserved a bit more respect than the relentless chewing outs he had come to accept as his daily bread.

"As Shocker would say," Spider-man cartwheeled back to his feet. "It's time to squash the bug!" Spider-man through all his weight into his shoulder, using all the spider-strength in his legs to kick off and all the tensile strength of his webline to add as much force as he could to his tackle. He would have squashed himself against Rhino but Scorpion wasn't quite so solidly built. Jameson shouted, diving away as yet another window burst into shards. The Scorpion tilted tail over teakettle reaching out over the intersection. Spider-man wasn't about to let another supervillain punch a crater below. Scorpion was caught and swung, Spider-man let go, catapulting the Scorpion all the way across the concrete canyon and hard into a far building. The spider chased the scorpion.

"Mr Jameson! Are you hurt!" Betty was the second at the door but the loudest as the crew of the Bugle went to tend to their boss.

"I'm fine Ms Brant." Jonah stood up brushing the dust and glass shards from his shirt and pants. A few pricks in his palms were a small price to pay for the show he had designed. Robbie scowled, looking at the battle across the street. Betty rushed to the first aid kit and was checking on Jameson's hands, ignoring the berating she was receiving from her employer.

"Little Spider's got some moves," Scorpion clawed his way up onto the edge of the roof. "But the Scorpion is just getting started."

"Yeah, just keep talking while I kick your tail." Spider-man skidded across the roof behind Gargan. His shoulder was screaming from the hit he had driven into Scorpion's solar plexus. The big green monster didn't even look winded. Spider-man blasted Gargan in the eyes with a thick clod of webbing.

"I can't see!" Gargan exposited for those who couldn't follow.

"That's 'cause it's nighttime, Scorpy." Spider-man quipped as he launched himself towards Scorpion, "Time to go to slee-"

Scorpion flailed his giant tail. Spider sense didn't really do more than irritate when Peter had invested so much momentum. It was like getting hit by every baseball bat at the world series. Peter howled in pain as his abdomen erupted in pain. The spider cartwheeled across the roof and off the far end.

"Where are you, you stupid insect!" Scorpion yelled, he had cut his face as he clawed off the webbing blindfold.

"Of all the people to get that wrong!" Spider's banter suffered as he did, "Spiders and Scorpions are ARACHNIDS!"

Spider-man punctuated his yell with eight kicks to Scorpions knees, elbows, shoulders and ankles. He was looking for any chink in Scorpion's seemingly impenetrable armor. His search seemed fruitless as he dove across the gravel surface away from the bladed hook on the tail. The roof shook as the Scorpion punched through. Luckily, the apartment he burst into was empty.

"Insect, arachnid, what does it matter if in a few minutes you're going to be dead meat." Scorpion may not have had Spider-man's flexibility but he definitely had his speed. Gargan dashed at Spider-man. Peter dived over the low sweeping tail and took a fiendish close-line across his throat. Spider-man couldn't find the breath to scream. It was all the hero could do to roll out of the way of the heavy stomp aimed for his chest.

He couldn't fight! He was getting hammered! Run, regroup, bring the Scorpion somewhere he could control the scene. Find his breath again, and then end this like the hero Spider-man was supposed to be. He kept rolling until he fell off the roof and swung up. Two web clods collided with Scorpion.

"You can fight Scorpy! But can you keep up with me!" Spider-man shouted, "Let's play follow the leader!" Spider-man had to yell because he was afraid his throat would collapse if he didn't use as much force on it as he could. Thwip, swing, thwip, swing. He moved slow, just until he was certain Scorpion was following. After the first two turns it was clear Scorpion had let the Spider go. Spider-man hated a villain who didn't rise to the bait. Dejected and due for another beating, Spider-man swung back to find an empty roof.

Peter hurt all over and had a huge bruise forming on his right flank. Every swing was torment. On the upswing, pain flared up and he scrunched his face up under his mask. He swung into Queens and landed on the tree in his backyard. His whole body groaned. He was about to make the final leap onto the roof before climbing into his window when his Spidey sense managed to tingle harder than his hurts. A brief glimpse of pink and red told him MJ was in his room again. He was just about to dive out of the tree, find some shadowy corner to change before he ran home when his Aunt May early warning alarm rang in his pocket. Dammit! He swore in his head but couldn't even hear the mental profanity because of the shriek that erupted out from his bedroom window.

Leaping away, Peter disappeared into the night. He needed someplace to change. There was an empty house two blocks down, he dropped into the shaded garage and struggled into his street clothes. He stuffed his mask, gloves, boots and webshooters into his schoolbag. His mind was running a mile a minute as he tried to hide his stiff muscles and get home.

"Peter? Where are you?" Aunt May asked as he rang up the number, he had only a couple seconds to ten.

"I'm just passing the Thompson house, I'll be right home."

"Oh good dear, I was hoping this wasn't another of your late nights. Mary Jane came over and she's waiting for y-No, she just left. Oh, well I'm sure she'll see you soon. She was all out of sorts. You didn't do anything to hurt her?"

"No, not that I-She's right here Aunt May." MJ had stormed up to Peter and she was glaring at him with her arms crossed and her eyes narrowed. She snatched his phone.

"Hi, May. No I'm alright. I'm going to borrow Peter if that's OK? Just a half hour or so. You sleep well. Good night." She hung up the phone without handing it back to Peter. He gaped at her.

"Uh," Peter began, his facade of gifted eloquence nowhere in sight. MJ was fiddling with his Osberry. It then erupted with his curfew alarm. She held it out at him.

"Why did Spider-man's phone go off like this! Why was he outside your window!" She was angry.

"Uh, I don't-"

"Don't give me that bull!" MJ didn't curse. It made her feel like her father. She dragged Peter by the arm into her Aunt's home. Anna was just turning down for the night. A welcome home/good night muttered from the upstairs bedroom as MJ led Peter to the far upstairs room. The guest bedroom was MJ's room. It was done up, decorated and stocked with her clothes, posters, makeup and school supplies. She lived here when things were bad. She stayed her most nights lately.

"You're Spider-man." MJ wheeled on Peter. Her voice was fierce as a scream but quiet as a hiss.

"What? No! I couldn't-" Peter stumbled and lied. MJ reached for Peter's bag and he pulled out of her reach. "Stop, MJ!"

"Do you know how scared we were last Christmas! Gwen and I had thought you were hurt or... or... or worse! And all of the other times you ran off! Oh God! Mark! You beat him up! How could you?"

"MJ, I'm not-" Peter stepped forward and put a calming hand on MJ's shoulders. She was still delirious. But her red lipstick and bright eyes and closeness was affecting Peter. She kissed him back for the first few seconds. She stumbled away from Peter when she pushed him away.

Peter's eyes widened as his Spider-sense erupted. He swayed back dodging the full handed slap. The second one came harder but Peter dodged that too. She kept coming and if he grabbed her wrist she started kicking. Sighing, Peter let go, slumped his shoulders. The crack echoed in the little bedroom. MJ gripped her throbbing red palm. She hit less hard than the Scorpion, but her sting went deeper.

"MJ, I'm not-" His spidey sense erupted again and he sighed letting her hit him once again. That's not what she was doing. She pulled his bag and ripped the top open to show off Peter's boots and webshooters. MJ stumbled back and fell onto her bed.

"You are Spider-man!" She said disbelieving. She had been so certain, but finding out she was right was terrifying. Venom was right! Oh God! Was Venom Eddie? He had showed up at the school with no reason to be their, screaming and hollering as they dragged him away to Ravencroft. Her mind reeled, thoughts ricocheting in her skull. Peter had sex with Black Cat! I stole naked pictures of Peter from his computer! Spider-man kissed me! Had she not been so overwhelmed she might have panicked worse. Her emotions wreaked havoc on her. This was Peter. Peter was easy, comfortable, friendly. Peter was Spider-man.

"Don't lie Peter," She looked up, "Please don't lie to me. Mark lied, mom lies, dad lies. You and Anna were the people who didn't lie to me. Please don't lie to me." She was crying Peter couldn't bare to look at her eyes. He sat down next to her on the bed. Part of him wanted to hold her, the rest knew he wasn't worthy. His heart was hammering behind his ribs. His palms were sweaty. He looked at her, so wide open, so raw. He swallowed. How did his mouth get this dry? How did Sandman ever talk?

"Last May, on a field trip, I was bit by a spider at Dr Connors' laboratory." He recounted. Each word was like a heavy stone being lifted off of his chest. "I guess one of the spider's had gotten loose because as I was getting ready to take a picture I got bitten on the hand. The next day I no longer needed my glasses. I could lift a Volkswagen. I could stick to walls. I could jump from the lawn to the roof. I was superhuman. I putzed around for a couple of weeks. Up until a week before exams, playing with myself... I mean testing my powers and learning about them. I put together the webshooters, finally, I made the costume. I decided to cash in on my powers. There was this underground wrestling scene. They offered good money for bright characters and decent matches. I made the Spider-man for that purpose."

"And how did you become a superhero?" MJ asked. "I mean, why not just cash in on the money? You could be anything with those powers."

"They wouldn't make the check out to Spider-man without me signing an exclusive contract. I didn't want to. That's when the place got robbed. I let Walter go, not my problem, I said. He stole Uncle Ben's car, he was outside waiting for me to drive me home. He didn't know what I was doing there, he thought I was at the library."

"Wait, is that how your Uncle Ben died?" MJ's green eyes went wide. Peter's face answered her question. She hugged him tightly and they fell back onto the bed. The story hurt. The truth hurt. Peter and MJ were hurting, but Peter and MJ were healing. They lay together, in each other's arms for a few minutes. He didn't try to kiss her again. He just held her. She waited for the kiss but it didn't come.

"Does Gwen know?" MJ asked eventually.

"No," Peter said, "But I think Captain Stacy figured it out. I think he's glad Gwen's with Harry. After Electro kidnapped Gwen, he's been overprotective.

"Oh," MJ said, they were laying side by side on her little bed. She never realized how close this forced her to be to someone until now. "So what now?"

"You can't tell anyone," Peter said, rolling on his side to look her in the eyes, "Do you know what Doc Ock or Tombstone could do with that kind of information?"

"I won't tell anyone. I promise." MJ put a hand over her heart. "Wow, Spider-man. This is amazing."

"I think I prefer Spectacular."

"How about Ultimate?"

"No, that's a bit too juvenile."

"Says The _Spectacular_ Spider-man." MJ laughed contagiously. She laid her hand on Peter's side and he convulsed. "You're hurt!"

"No, it's-" Peter couldn't calm her down as she tore off his shirt. He didn't fight but didn't help her either. After finding his arms tangled in his shirts and uniform, he heard MJ gasp. Her slight fingers were so cool against the battered marks on his ribs and abdominal muscles. Her thumbnail traced along the curve of his oblique. She swallowed before she talked.

"Oh my God," She whispered. "Oh, Peter."

It was all Peter could do to struggle out of his shirts. He was about to speak when the doorknob turned. MJ panicked and rolled over and onto Peter's lap stuffing his shirts under her pillows as her Aunt Anna appeared in the doorway.

"You better get dressed and head home Peter," Aunt said, "I'm going to have to have a talk to MJ about guests after her curfew. I'll be back in two minutes, you should be dressed and off for home by then. I'm sure May's going to have something to say too."

If there wasn't a conspiratory smirk in every lilt of her voice, Peter would have been panicked rather than embarrassed. Anna Watson closed the door over but not all the way. MJ looked down at the boy pinned between her thighs. "See you at school tomorrow," She leaned into his ear. The whisper was so quiet he almost didn't hear. "Spider-man."

The city was in peril. Mac Gargan, The Scorpion, was unstoppable. The police had tried gas grenades, bullets, snipers and stun guns. His armor shrugged off many of the assaults and his superhuman strength and agility avoided the rest. His sledgehammer tail tore the doors off a wall of safe deposit boxes. His bag of jewels, cash and bonds was getting heavy. Nothing like a dishonest days work. He made his way out, two security guards were smacked aside, even though they had long since surrendered their useless firearms.

"This is all your fault," Joe 'Robbie' Robertson dropped the morning's press on J Jonah Jameson's desk. Peter's picture of the Scorpion's tail colliding with Spider-man and the by-line: Who Is The Scorpion? Belied the article praising Mac Gargan's rise to protect the city. "Your stooge has run wild, you know? Three police are in the hospital, not to mention the destruction, the fear, and the thefts."

"Gargan will be taken down." Jonah grabbed his publishing and balled it up in his hands. "The people and the police know who he is. He can't hide. He can't run. He'll be taken down."

"He's out there as a menace because of you!" Robbie hollered. The Bugle was still in destructive disarray. The glass and debris had been cleaned up. Plywood replaced shattered panes. Workers were rebuilding the glass partition. "He brought your stupid fight into these offices! He could have hurt you! Me! Anyone!"

"I know!" Jameson slammed his hands down on his desk and looked his oldest friend dead in the eye. "It was worth the risk to save the city from Spider-mask! Gargan was a known quantity. A paycheck and clear directions and he went after it. No questions. No hassle. No backbone!"

"You gave a sick man all the power he needed to become a dangerous one. You've seen what this kind of thing can do to people. Your own son was-"

"Do not talk to me about John!" Fists slammed into desktop. "Get out Robbie. There's news to cover and it's your job to make sure the people know about it, not to be certain that I do. Now get to work."

"Right away," Robbie turned, feeling less guilt about bringing up John than anger at Jonah, "Boss."

Peter had to endure "The Talk" from May first thing in the morning. It was less awkward than it had been with Uncle Ben. Ben's convoluted metaphors and jokes to cover his unease had become a great memory of Peter's lost uncle. May was succinct, technical and supportive. She also seemed to have as big of a crush on MJ as Peter ever did. He shook that mental image out of his mind as he swung to class.

MJ knew his secret. MJ knew he was Spider-man. MJ had tasted like peaches. MJ knew the truth of Spider-man. He made sure to arrive late, for the first time on purpose. Easier to duck questions, knowing looks and other exchanges he knew had to be coming. He was so out of sorts almost forgot to switch his Spider boots for his sneakers before heading in to class. He didn't have criminology until after lunch so his only problem all morning were the distracting butterflies. Gwen noticed and asked. He claimed to have a bit of stomach bug. Her hand gave a nervous tremble as she laid a palm across his brow and proclaimed him feverless. He smiled and tried to pay attention to Mr Warren's lecture on convergent vs divergent evolution.

Lunchtime happened. There was no avoiding it. Peter wished to be sucked away to some distant world where he could do something he was comfortable with. A war against all his worst villains perhaps. He and Harry bantered as he got a grilled cheese sandwich from the lunchlord? Lunchman? The word puzzle helped clear his head as he followed Harry to the table where Gwen was waiting. Peter sighed, relieved, to see MJ over gossiping with Glory Grant. Until the hair stuck up on the back of his neck. Gossip! What could be juicier than Peter is Spi-

"You OK Pete? You look like you're a million miles away." Harry looked over his shoulder and followed Peter's line of sight to the redhead. "MJ?" Harry smiled and punched Peter in the shoulder. "You dog."

"Peter?" Gwen lifted an eyebrow. She was gorgeous. Peter melted a little looking at her face.

"No, just had a weird conversation with May this morning after a misunderstanding last night."

"What kind of misunderstanding?" Harry inquired.

"Nothing important," Peter took a deep breath. "Anyway, how are things with you two?"

Liz Allan watched from across the cafeteria. She was sitting across from Sally and Rand but neither were paying much attention to her. She had seen Peter staring at MJ. She had put two and two together. Scowling, she shoved her fork into her fruit cup. Ew. Ketchup.

Spider-man took to the air. He was unsure whether he should feel relieved or impending doom after dodging MJ at school today. He sat next to her criminology and she hadn't even tried to pass him a note. She almost seemed unfriendly. He had more important things to think about. He healed much quicker now, but he was still sore. He owed Scorpion a rematch, and judging from the way Captain Stacy had talked about New York's latest supervillain, he had given Gargan too much time to get into trouble.

Gargan had it all. Power and money. There was nothing you couldn't have with power and money. Women, fear, respect, women. He had proven to himself that the city was rife for the taking. He knew just what he was going to take next. There was this little brunette at J Jonah Jackass's office. Little woman, with the sexiest eyes he had ever seen cringe. He needed to celebrate his new found life. He figured a tight little broad like that would know how to party. Plus there was the added benefit of rubbing Jameson's face in the whole mess.

Hero and villain unknowingly converged on the offices of the Daily Bugle.

"Ned! Where the flaming hell is Ned!" Jameson tore off through his offices in search of his best young reporter.

"He's out following up on the Jack O'Lantern-"

"Jack O'Lantern!" Jameson shouted, "That's last century's story. I need him on Scorpion. We want Scorpion. The people want Scorpion!"

"All you had to do was ask." The Scorpion entered from the elevator. He clipped his head off the top of the elevator's door. He was unused to his height, but it was a small price to pay for the power.

"Gargan!" Jameson stormed across the room towards the former private detective. "What in the blazes are you doing!"

"Ah, you know me, boss," He oozed greasy charm. "Anything at anytime, so long as the payday is right." Betty's lip crinkled as she eyed the man in disgust. His voice and presence as bad as the first day she ever laid eyes on him. Now she was also scared.

"Sit down, Gargan," Jameson demanded, "I'll give you a chance to get your words on paper. Let the world know what you're going to do to save them from Spider-man."

"I can get to Spider-man later." Promised the Scorpion, "For now I'm come to collect."

"I gave you your money, Gargan." Jameson scowled, "Now sit down and-"

"Please," Scorpion swept Jameson aside. "Man can't live on bread alone." He turned towards Betty, "Sometimes he needs a little honey."

The click of plastic on glass and the squirt of web against the back of camera, didn't carry into the office. Gargan stormed forward and swatted aside Betty's desk with a casual sledgehammer swing of his tail. He was grinning darkly. She shrieked, stepping back and tripping over her spinning chair. He leapt over her, muscular arm pushing down on her slender shoulder. The red and blue blur was only a fraction of a second longer. The Scorpion suffered the kick to his jaw with little grace. He twisted over and fell away from Betty.

"I know you like the pretty girl, but that doesn't mean you can pull her hair and call her names." Spider-man put himself between Betty and the beast.

"Not wise, Spider." The Scorpion rose up to his full daunting height. He leaned forward, arms rippling with power and tail poising to strike. "Not wise at all."

"You want wisdom, try an owl," Spider-man declared as Scorpion rushed forward. The villain kicked into a length of webbing and tangled up his ankles before smacking his unprotected face forward. The next two strips of webbing locked the Scorpion's face to the floor. "But if you want a trap, try a spider."

The strength in his arms was uninhibited and his tail was still dangerous. Betty had managed to scramble away to wear the other Buglers were gathered. It was Spider vs Scorpion in the center stage. Spider-man dodged a blind whack-a-mole tail strike.

"Missed!" Spider-man was laying on the webbing as thick as he could, but as much as he managed to cocoon Gargan's legs or mummify an arm across a back, Scorpion's strength managed to tear free. He was up on his feet, slower, caked with webs, but not immobile. The tail was still dangerous. Two deep furrows in the carpet were left from as the bladed tail clubbed after the quick dodging Spider-man.

"Stay still you little twit!" Gargan hollered as he trumped around the office, thrashing wildly. Spider-man knew this office and he used every corner to his advantage. Foswell's desk shattered under a blow from the tail. Spider-man took the opportunity to dive atop and tackle the tail from the middle. Peter hollered as he was slammed bodily into the floor, but he laughed when Scorpion turned and looked at the flattened body on the floor.

"What are you laughing at?" Gargan yelled.

"I caught the tiger by the tail," Peter raised his right wrist and tightened the webline that he had managed to stick to Gargan's back side.

"I'm not tiger, I'm a Scorpion!" Gargan yelled and Peter had to swerve and roll as the blast of steaming blue and green chemicals spattered where Spider-man had been laying. The carpet dissolved and the floor smoked. "My tail is deadly."

"And attached by three clips to your butt." Spider grabbed a second hand on his web and pulled hard. There were three successive pops and the whole log of a tail fell off and down and clattered on the abused Bugle floor.

"What! No!" Peter pressed the attack during Scorpion's surprise. A flipping kick to the top of Scorpion's head slammed the green armored villain into the floor. Spider-man's foot came down on the exposed connector and finally found a weak spot in Gargan's armor. Scorpion twisted and shook as Spider-man's full forced kicked his ass. In his shock and surprise, Peter was given the opportunity to knot and wind his webs all over the Scorpion.

"There you go Picklepuss," Spider-man tore off Scorpion's hood, "New York's most dangerous arachnid caught and trussed up."

"Spider-man! Wait you-" Jonah was interrupted by some of the last webs in Peter's left web shooter.

"Save your breath for the cops you're about to call." Spider-man snarked and dove out the window he came in. Two webshots, one to fetch his camera and another to swing him up into the closet. He had gotten pretty good at scrambling out of his uniform and into his civvies. He ducked his head out. Betty was in Robbie's embrace and she was crying. Peter rushed over and put a hand on her shoulder.

"Oh my God!" She said, "You were here Peter! Are you hurt?" Betty completely let go of her personal fear as she worried about those around her.

"No, I'm OK," Peter admired the strength in this woman, "You're not hurt?"

"Just a little shook up," She said. Ned appeared in through the elevators. Robbie and Peter nodded and led her over to the just arrived reporter.

"Hey Betty, you look like hell," Ned said when he was intercepted by Peter, Robbie and Betty. Betty actually warmed to that. He had noticed Betty before the webbed destruction and captured supervillain. "What the hell happened here?"

"Spider-man saved us from The Scorpion." Betty explained. Jameson stomped over.

"Foswell, you take these people downstairs, there're ambulances and medics waiting to look everyone over." At this time the first cops were starting to arrive on scene. Sergeant Carter walked ahead of Officer DeWolff whistling as he overlooked the wholesale destruction. "Lee you take notes up here, I want everything a fresh pair of eyes can see. Robbie you look after the cops. And Parker, tell me you got pictures!"

Peter looked down at the camera in his left hand. He looked up to see Foswell leading away the victims and witnesses down the stairs. He lifted up the camera and shuffled through his collection. He grew angrier with every recollection.

"You want your pictures! Here!" Peter shoved his camera at Jonah. The viewer showed a brutal image. The Scorpion's tail had just tossed Betty's desk over her head and his green gloved hand pushed the secretary down by a shoulder. The villainous sneer on Gargan's dark face was obvious. The threat in the picture was devastating. "You can take your sanctimonious bullshit and find another photographer to enable it. I'm out. No more Spider-man pics. I can't be a part of this fiasco again."

Peter swiped the camera back out of Jameson's hands and stormed off towards the door. Two officers were rolling Scorpion into the elevator on a handtruck. The office was empty but for Carter, Robbie and Ned. The words that chased after Peter were impossibly livid. "Go on you ungrateful little worm! You'll never work in this town again! Not unless you're back here in thirteen point seven seconds on your hands and knees!"

Robbie watched a boy with integrity beyond his years disappear behind the closing doors of the elevator. He almost walked out with the boy. But Robbie had responsibilities. It was up to him to reign in his friend. And it was up to Robbie to assure that it was Jonah on his knees when Peter finally came back.

"Ah," Peter moaned pitiably spread out across his bed. He had stripped off his gloves, mask, boots and pants and was only wearing his spider shirt and his boxers. He had a bruise spreading on his right leg and a fattened lip. They weren't the worst injuries he had suffered but they were sore and he had the right to moan and whine to himself.

Aunt May's bedtime had came and went. The house was chill and quiet. Peter stared up at the roof. He was wearing his Spider-man top and boxers. He was peeling his socks off his feet with his toes. He was showing more bruise than skin. He was feeling heartsick. He almost mistook the soft tingles for battle earned discomfort. He might have if there hadn't been a soft feminine swear outside his closed window. Someone was climbing up to his roof. MJ? What did she want this late. Well there were still money problems and Peter was going to need the money. MJ was his link to the modeling agency. He hoped he could get that job. Otherwise he was dead in the water. Jameson could make it so he could never work as a photographer again. He was already wracked with fear and regret. Peter rose from his bed and walked to the window. He saw the black hair before she saw the red shirt. Liz? Crap. Peter tumbled backwards over his bed, shedding his uniform and stuffing the garment under his bed. He popped up just as the young woman knocked on his window.

"Liz?" Peter hissed a whisper. He did open the window. "What are you doing here?"

"I needed to know." She looked more determined that he had seen ever seen her.

"Know what?" Peter said. She crossed to him and reached around his waist. She was icy from the early spring night.

"I needed to know." Is all she said as her head fell against his chest. Peter's arms closed around her.

[1] Season 1, Episode 8. Dr Octopus's boss before he left to Oscorp.

[2] Season 1, Episode 4, drove the truck the enforcers robbed that was carrying Shocker suit. Also in Season 2, Episode 1 he deemed it was safer to be inside the truck Mysterio was stealing. And finally in Season 2, Episode 6 he was driving the truck that was attacked by Venom, causing him to swerve into a building and start a fire that Col. Jupiter assisted Spider-man in fighting.


	4. History 304: Remembrance

It was habit. This day of all days. Be awake. Be alert. Be prepared. Peter looked over at his alarm clock, wishing that the blinking 6:02 was in fact a bucket of ice water over his head. Today was war. Today was Uncle Ben's favorite holiday. Today was April Fool's Day. Peter needn't wake up for another hour and a half. That was when his alarm would sound.

Not that it would have been fair this year. Peter's spider-sense may have finally evened the score between him and his uncle. Sighing, unable to return to sleep, Peter stood up, slipped his feet into a pair of socks. His spider-sense opened up the moment he touched the door. He ducked, shoulders down, feet apart, ready to spring and ready to pounce. He turned with his door. Keeping out of the way as the banana creme pie flung into his empty room.

"Oh, Peter!" Aunt May laughed as she stepped in after the pie that had smeared across Albert Einstein's face. "I figured you'd need some cheering up, so I—Peter."

Peter was on the ground, holding his belly, laughing raucously. There was only one rule on April Fool's Day, don't ruin what Aunt May cooked.

"I never really did follow your boys' rules." She wore a wistful smile and a warm robe over her pajamas. "I had a feeling you'd wake up early. I made breakfast."

Peter collected himself and followed his aunt downstairs. It was early. He was still wearing his undershirt and boxers. The kitchen smelled wonderful. Aunt May never was one to take things too easy. If Doctor Bromwell's latest checkup hadn't been so good, Peter might have lectured her.

Big breakfast sausages, steaming porridge, strips upon strips of bacon, coffee biscuits still too hot to touch, freshly squeezed orange juice and diced strawberries cooked into pancakes. Aunt May sat cozily behind a cup of fresh coffee and topped her bowl of porridge with some high quality yogurt.

"This is so much," Peter sucked his burnt fingers as he waited for the biscuits to cool.

"I was thinking of him," Aunt May wore a sad little smile, "I used to love how he'd con you out of the last sausage by letting you off on some chore he had already got to himself."

"Yeah," Peter was piling high his plate. There was so much, even had Ben been there that morning, some of it would be tomorrow's breakfast. "I use to love how he'd find some way to get you to fuss after we'd all sit down, just so he could ask you to get something for him."

The pair shared a little laugh at Ben's famous acts of heartwarming gluttony. Peter crumbled his bacon into the porridge and forked a sausage into his mouth with his other hand. May always wondered how he managed to multitask so well at the table.

They sat at the table for nearly an hour, recollecting Ben's greatest pranks. Peter imagined he was ballooning like the blueberry girl from Willy Wonka and the Chocolate Factory. The Gene Wilder one of course, Peter's allusions were always slightly dated. There was a sharp knock on the door.

"That's the papergirl," Aunt May was about to get up and then smiled, "Peter, be a dear and fetch the paper, please." She pulled her chair in closer to the table.

Aunt May was not the best at hiding her mischief and Peter couldn't help but crack a smile as he walked. Peter pushed his hand on the front door. His spider-sense humming. He wouldn't ruin both of Aunt May's pranks. He stepped forward pushing open the door, feeling invincible. The bucket of warm water crashed down. Mary Jane Watson shrieked in surprise, her finger hovering above the door bell.

"MJ!" Peter's eyes exploded in surprise. His undershirt was a little wet from the splashback but MJ's t-shirt was clinging to her body and causing her cold crinkled nipples to push through her shirt. Peter quickly looked up to her face. She seemed caught between disbelief and anger. "Uh, April Fool's."

She was hit in the back of the head with the latest Daily Bugle. The twelve year old girl on the bike yelled a "Good morning!" and readied her next projectile for Anna Watson's door.

"Oh, Mary Jane, good morning," Aunt May had scurried over at Peter's cry. Peter had picked up the newspaper and was trying not to whistle like he was conspicuously innocent. Aunt May gave a warm grin and an "April Fool's!" to the redheaded neighbor and marched her to the kitchen table. May seemed to already have a large bath towel for the girl to clean up.

"Would you like some breakfast? There's plenty." Aunt May fussed about grabbing another plate and heaped a plate for their unexpected guest.

"I already ate," MJ replied, looking ravenously at the stack of food. She had been put on a pretty strict diet since working for Ms Vaughn-pope. It was a healthy enough diet to maintain her figure and her energy. Mary Jane always felt like she was just starting to be hungry.

"Oh, well at least have a biscuit and glass of juice," Aunt May shuffled around and set the biscuit on a saucer, it still steamed when she broke it open. MJ could not protest as the smell tickled her nostrils.

"I'll take the biscuit but just water please." The redhead rallied as Peter sat back down opposite of her and audibly enjoyed another sausage.

"What brings you over so early?" Peter managed to ask after Aunt May finished her zipping about. The elder woman was putting leftovers into tupperware and humming to herself. Her single mindedness gave the teenagers a convincing illusion of privacy.

"Oh my God!" MJ said in recollection of her early morning excitement. Or the biscuit was just that good. "We got the billboard! The one for Parfum D'Ete![1]"

"That's amazing!" Peter lit up, he had gotten an apprenticeship at Kingsley's firm. MJ had greased the wheels and his pics of Norman Osborn's death had clinched the deal. The photographer had sloughed through Peter's folder pretty quickly with some horrible things to say. Of course, claiming most of his Spidey pics looked as if he had left his camera auto shooting on a window ledge, was not too far from the actual case.

"We can see it on the way to school! I was coming to get you. I'm pretty sure its your shot. Because its the one of me in the green, but I can't see the small print from the ground." The implication was clear. MJ knew Peter was the Spectacular Spider-man. So far things had been pretty good about it. There hadn't been a supervillain attack since Scorpion two weeks ago. He had webbed up several street thugs and that had only served to rev her up. Not that either of them had pushed each other passed some light flirting. MJ knew Peter was in love with Gwen. Peter barely knew which way was up around MJ. Right now, she wanted Peter to web up and swing her passed the new thirty foot MJ downtown to see if she could see Peter's name in the corner of her portrait.

"Well, I don't see how Peter can help with that," May confirmed the privacy was an illusion, "But he definitely has to see the billboard. Go up and get ready for school. You need a shower. I'll keep MJ company until its time to go."

"Thanks for breakfast and for everything aunt May," Peter warmly clasped his aunt about her shoulders and kissed her head before rushing upstairs. May's giggle and MJ's smile followed him from the kitchen.

"I saw the advertisement!" "Looking good MJ!" "Is that the poster girl?" MJ and Peter arrived at school ten minutes before the bell. She had become something of an instant celebrity. Not that such a beautiful girl has ever gone unnoticed in the high school, but with her face three stories high in the middle of New York she received a bit more attention. The quick swing-by Spider-man had made had only revealed that the photo had been supervised by Vaughn-Pope and sponsored by Kingsley Inc. Peter had the suspicion it was his work but he had not been the only photographer shooting that day. Still, MJ looked good with her hair caught in what was supposed to be a fragrant summer breeze. The soft pout of her lips, the ghostly shadow on her eyes. It was the understatement of the year to say that Mary Jane Watson looked desirable. She arrived at Midtown High on Peter's arm.

There was a crowd gathering around Peter and MJ. Liz watched on from afar. It had been two weeks since she had confronted Peter and she was showing a visibly brighter smile. She hung back from the crowd of parasites and well wishers that had swarmed MJ. Sally appeared beside her. For the first time this year she was willing to risk the summery version of her cheer outfit.

"Can you believe these vultures?" Sally sneered her nasal scorn.

"I don't know, Sal." Liz appeared calm, "It's not like an M3 girl gets her face completely retouched, remade and restructured by an army of nerds."

"Rowr!" Laughed Sally, "I missed you Lizzie."

The pair shared a conspiratorial smirk and headed into class.

"What's the matter, girlfriend?" MJ had struggled through the expected attention all morning but one face had been conspicuously absent. MJ found Glory Grant in the cafeteria moping silently over her bag lunch.

"Oh, hey MJ. Anything new or exciting?" Glory murmured. MJ laughed, startled at how happy this made her.

"Nothing major, what's eating you?" MJ reached across the table and claimed her friend's hand.

"It's Hobie. He hasn't been to class all week. He hasn't really been himself since the youth center got supervillained. He took things pretty hard." Glory was truly worried. King Kong sat down next to her and laid his arm over his girlfriend's shoulders.

"Yeah and he hasn't been hanging around with anyone after class." Kenny explained before inhaling the first of his three hot dogs.

"What has Mindy[2] said about it?" MJ pressed.

"Hasn't seen him since the Jack incident. I think she's more ticked than worried." Glory confirmed.

"So we're going to see Hobie after school?" MJ gave her most reassuring smile. It was dazzling.

"Absolutely," Flash appeared at the table. His physical therapy was going well. He no longer relied on his cane but he still had it with him. His confirmation attached Sha Shan, Randy, Sally, Liz and Harry to their mission.

"You guys, I-"

"We've always looked after our friends here," Kenny announced. "Besides, if we catch Mrs Brown around supper time I can finally lose this trim and girlish figure."

The smile across Glory's face said it all. She had great friends.

"Ms. Whitman," Doctor Warren called without volume or urgency, "Bring me sample SM-03."

The lab was unduly quiet while Dr. Warren was concentrating. Debra was the soul or efficiency and discretion. Inwardly, she looked forward to the interns arriving. She appreciated the run of the lab without them, however Dr. Warren was so much more animated with those high schoolers. She had taken the position because of Warren's reputation. That reputation had come with one caveat. Dr. Miles Warren, professor and senior fellow at Empire State University, loathed teaching. It was surprising he came to a university at all. The corporate sector was much more lucrative. His defining benefit was the freedom a good tenure allowed. Debra had learned, to her joy, that it was poor students Warren despised. Still, what Debra had learned since coming to ESU was that there was something he saw in Peter and Gwen. It was something he didn't see in her.

Sample SM-03 was a short ampule that held nearly 13 ml of blood. Debra carried the blue stoppered vial from the refrigeration unit to the lab station where Dr. Warren was working.

"Thank you," Dr. Warren kept a professional cordiality that was thin to the point of transparency. "Prepare another batch of gene cleanser."

Debra set off without hint of complaint to her assigned task. It was a quarter to five and without fail Gwen was coming in through the door. It was a rare occasion; Peter was on time as well.

"Hello Debra. Good afternoon Dr. Warren." Gwen arrived cordially and went straight to her cubby.

"Hey Deb. Doc Warren." Peter was as casual as ever. "What are we working on today?"

"I am checking the effects of Conners' gene cleanser against unwanted natural mutations," Warren explained as he added a drop of sample SM-03 to a glass slide.

"Does this mean you hope it can cure things like diabetes or Parkinson's disease?" Gwen asked wide-eyed.

"No," Warren turned an affectionate smile towards his female intern. "Those mutations are quite human. No, I'm looking more at mutations caused by toxins, venoms or infections."

"So you're looking to see if the damaged DNA retains its damage or reverts to its healthy form?" Peter asked. He and Gwen were mechanically pulling on rubber aprons and gloves. The prep work and cleaning had become habit forming by now that they need not turn off their enthusiasm for the work while they prepared and often while they worked.

"Very good, Mr Parker," Dr Warren turned from Gwen to his microscope. "There may very well be hope for the future." The snide mark was actually high praise from Dr Warren. His contempt for most students and persons was well known. "Debra, can you take our two interns and make sure our animal cages are properly cleaned. These next few steps are delicate and critical."

Debra nodded without a word and turned. Peter and Gwen followed with a shared grin. They still knew that Dr Martha had warned them of Dr Warren, but it was hard not to get excited by being this close to genius.

"Hello Mrs. Brown, we're looking for Hobie," Glory led the group. Flash, Harry, MJ, Sha Shan and Kenny winged out to her sides.

"He hasn't come back from school yet," Hobie's mother replied. "He doesn't always take the most direct route home."

The five teens shared uneasy looks. Normally, any of them would have instantly and immediately covered for their friend. Hobie had been missing for a week. It was hard to help a friend who was nowhere to be found.

Harry turned to leave, firmly believing that the best way to help Hobie was to help Hobie. Flash had similar theories but was reluctant to walk away after doing nothing. Sha Shan felt a bit like an outsider, Hobie hadn't been in her circle of friends before she had begun dating Flash. Glory was struck silent, confused. Speaking up or walking away were both acts of friendship. One look at his girlfriend's face kickstarted Kenny Kong.

"We came, Mrs. B, because we haven't seen Hobie in almost a week." Kenny was never the most eloquent of men but, when he was sincere, he was a powerful speaker.

"Not Hobie," said Mrs. Brown in disbelief, "There's never a problem with that boy. Good grades, pretty girls, football and all the rest. He doesn't cut classes."

"It's true. Ever since the Center got trashed he hasn't been himself," Glory pleaded.

"I suppose he has been at that. Hobie's lucky with his friends too." Mrs. Brown forced a smile for the visiting teens. "I'll talk to him when he gets back tonight. Mark my words, Hobie's not going to miss any more school."

"Thank you," Kenny said for the group. He wrapped his arm around Glory's waist. "Tell him his friends care."

"I'll make sure he knows."

"Hey Carlos," the thug scratched his barely growing beard from atop an oil drum, "This seems a little light."

The kid, barely a teenager, shuffled in his untied sneakers. "I still got the product. It just isn't selling. Everyone scattered when Spidey swung on by."

"I made an investment in you, Carlos," the thug waved to the four toughs that walled in the alleyway, "I expect my investments to make good."

"I'll sell the rest, boss," Carlos pleaded, "Just give me the weekend."

"You got to buy more time, kid. And it ain't goin' to be cheap." The thug stood up with a smile. He wiped his hands roughly on the lap of his jeans. Carlos stepped backwards; his shoulders found a big goon's abs.

"Boss, I-I-I'll-"

"You'll walk away kid." The voice came from overhead and it was laced with rancor. The toughs looked up to see the masked silhouette dropping down.

"It's Spid-" panicked the first soldier before an armored fist swung into his throat. Sputtering and pouring tears, he hit the ground only a heartbeat before the second grunt slammed into the brick wall and collapsed. The last two soldiers came at their attacker from both sides. The scrape of steel on steel shrieked painfully in Carlos's ears. He would have been running but the boss had pushed him down. Carlos pulled himself up as the shadow took out a third man. The fourth was running, a solid axe kick collided with the the top of his skull. Four moaning bad guys twitched in the alley. The shadow raced after the boss. Carlos ran out the other side of the alley and the chain link fence wasn't going to stop him.

"Lee, get down to the hospital and interview those punks. Foswell! What're you doing on your keister? Ms Brant! Call Peter and get him out there. Spider-man is gone berserk and the people need pictures!"

"Peter doesn't work here anymore, Mr. Jameson," Betty Brant informed her employer for the thirteenth shift in a row. His snarls were getting less and less repeatable. Betty watched her lover dash out to catch the elevator.

"Well who do we got to get our photos?" Robbie asked Betty. He was flipping through a manilla envelope. A police report from a contact he wasn't sharing.

"Nobody else has been able to get Spider-man pics," Betty replied, always more intimidated by Robbie's disappointment than by Jameson's conniptions.

"I'm not convinced we need a Spider-man photographer," Robbie flipped backwards a page, "He hasn't used knives or claws before. Find someone who's been good with gang crime."

"No Spider-man!" Jameson erupted, "Wall crawling masked vigilante takes down a bunch of street kids with fisticuffs and violence. No way this isn't Spider-mask! Quick get me Peter's old pics, the ones we haven't posted yet. I know a Spider-man beating when I see one. I've got the perfect headline too."

Jameson's door slammed like shut was a four letter word. Betty turned to Robbie.

"Better do it, Betty." Robbie sighed. Something wasn't sitting right with the newspaperman. "I'll sign off on a check for Peter."

"Spider-Mask on The Prowl!" Peter ground his teeth as he read the paper at lunch. A few other students had papers themselves. Flash, because it had a picture of Spider-man on the front, a couple of the kids on the debate team and Hobie. Hobie was in class. He had managed to divest himself of Glory and Mindy and was taking some time to himself on the east side of the cafeteria. MJ sent him a warm smile and then sat down beside Peter.

"What's this one about? I thought you stopped taking pictures of Spider-man." MJ's eyes went straight to the byline.

"I did, you see that tree?"

"No?"

"Top left corner, out of focus."

"That big orange blob... This was taken last fall." MJ's eyes widened.

"There you go." Peter returned to the argument, he refused to take it as an unbiased piece of journalism. "Apparently for the last four nights, someone, has been beating up drug dealers and pimps and burglars. And, of course, Jolly Jonah blames it on the webhead."

"Well Spider-man does kind of do that." MJ countered. It was difficult for her. Talking to Peter about Spider-man as if she wasn't talking to Spider-man.

"Spidey has a bit more flair and doesn't hit people any more than it takes to tie them up." Peter rebutted, "Plus he does web them up. These were just left beaten up in alleyways and warehouses. Someone new is out on the scene."

"Thank you!" Flash erupted as he walked by Peter. "See Spidey's not out there like a loose cannon." The quarterback made a few quick air jabs, celebrating his favorite hero. His girlfriend cocked her eyebrow and he settled down. "Besides you can't trust The Bugle. They already blamed Venom on Spider-man. He's probably just back. Spider-man will get him."

"Venom?" Peter hadn't even considered Venom. Eddie was still in Ravencroft. Or he had been last week. Dammit! Peter had to keep a closer eye on his bro.

"Yeah, Ven-" Flash looked down and realized he was agreeing and debating with Peter. All eyes were on him. Peter sighed and shrugged his shoulders. Flash knocked Peter's tray and spilled the french fries across the table. "Wait! Sha Shan!" Flash was gone in his namesake after his girlfriend had pulled her binder across her chest and marched out of the cafeteria.

"Some things just don't change." MJ smiled. Peter was slumped, picking up his littered lunch. Peter was still Peter. No matter how Spider-man he was.

"Well?" Jameson demanded as his best young reporter smugly marched into his office.

Ned Lee laid out the reports he had picked up from the medical examiner, presiding judge, and city forensics divisions. "The guy who took down these punks was using armor made like Jack O'Lantern's. With Jack's esc-"

"It's not Jack. City would be on fire if he was at work again," Robbie admonished quickly.

"No not Jack, but a copycat. The materials and metal slivers found in the victims and at the crime scene suggest this stuff was hobbled together out of scrap and-"

"I knew it!" Jameson interjected. The gleam in his eyes was electric and angry. "That no good wall crawler's been picking up trophies from his fights. Building some sort of Iron Spider armor. And now that he's equipped properly, he's getting away with murder. Spidey's going down for this."

"Technically the attacker didn't kill any of the gang members he-"

"Not for lack of trying Ned," Robbie interrupted, not happy with the way either of his colleagues was acting. "And we do know that Spider-man killed Norman Osborn. But we don't know that this vigilante is Spider-man."

"Oh we know," Jameson snarled, "A good reporter trusts his gut. And my gut is telling me that Spider-man has a taste for blood now."

"A great reporter trusts the facts," Robbie reprimanded, "And the facts don't say this is Spider-man."

"No they don't," Agreed Ned, "But they will lead me to him."

"I'd expect so," Robbie agreed, "Get back out on the street. Get what you need. What you have will be typed in time for tomorrow's presses."

"Yes it will, boss," Ned Lee broadened his smile.

"Then what're you waiting for you smirking little nitwit. Go, go, go!" Jameson rose out of his seat as his voice chased Ned out of his office.

Ned rushed for the elevator but was scooped up by Betty Brant. The brunette was walking with authority and managed to march Ned to the supply closet without issue. She shut the door behind herself with a low heeled shoe. "I shouldn't have to drag you into a supply closet to get a word in."

"No, but you can drag me into the supply closet whenever you get the urge, babe," Ned wore a smarmy smile and leaned in. Betty yielded a quick kiss before leaning back against the door.

"Are you OK, Ned? You seem, I don't want to say obsessed..." Betty looked for Ned's eyes and saw pure interest in her. Goblin and Spider-man and Jack O'lantern were all gone, at least for the moment. She took a deep breath and smiled.

"You don't need the word obsessed," Ned reassured Betty. Snatching another quick kiss, "But I am a newsman and I am going to do my best to get the story."

"Of course," Betty smiled. Ned was closing the distance between them and she had to kiss him for a few moments to get her last words in, "I just get worried."

"And I appreciate that you care," Ned said, nibbling his way across her jaw. "It makes me think smart when I'm on the job."

Oh my God! Betty couldn't articulate. Ned was insistent and his charm was working. Betty could feel her toes curling in her shoes and all Ned had done was touch her lightly and kiss her strongly. He wouldn't stop. Betty didn't even want to bring up that this was a terrible place for a tryst. The panicked thought was held off by six tough looking dark thoughts that told her she needed Ned right now.

He quickly rushed her sky blue t-shirt up and over her breasts. She felt herself being lifted against the wall. Her legs spreading around Ned's waist as she pulled him by his hair into her chest. He was a hunting lion. Ned went for the throat. Betty vibrated. This was her little weakness. Her fingers tugged at the neckline of Ned's blazer. He continued his assault, his domination of the little nerves that melted any resolve, any sense, any resistance.

Ka-lunk, the closet door rattled in its and seat and Betty had enough sense to beg off Ned's affection. Her cheeks were flushed red in embarrassment, fear and arousal. "The other wall, so we don't alert the whole office to-" She gestured between themselves and punctuated her description with a nervous little giggle.

"Of course," Ned didn't let Betty touch the floor. Her legs gripped around his hips tightly as he turned and carried her to the nearby window. Anywhere else in the closet and the metal shelves would raise a larger racket than the door. "Good babe?"

"Not yet," Betty drew out a mischievous grin and ground crotch against Neds. She tugged at Ned's coat and he slumped his shoulders and shook the blazer down off his wrists.

"Oof!" Grunted Betty as she started slipping down. Her first instinct was to cover her mouth and hide her noise but that just led to her slipping further down the wall. Ned laughed quietly as he dropped his blazer on the nearest nob and grabbed Betty's ass with his left hand. He squeezed as she claw climbed up his torso. They both wore smiles over snickers before they kissed with renewed passion and urgency.

The awkwardness was gone. The pair had intentions and they were driving themselves to satisfaction. Betty's fingers tousled Ned's hair or picked at the hem of his shirt. Ned had snapped open the back of Betty's bra, leaving the dark cups dangling over half covered breasts. His other hand hiked her skirt the last several inches above her hips.

They kissed. Tongues darted and dueled with sloppy with passion. Ned grabbed Betty around her choker as he used his left hand to infuriate her clit. Betty's gasped were squeezed off, an eerie sexual silence washed away by her heart hammering through her ribs. She bit Ned by the ear as she finally managed to pull his shirt from his trousers. She could feel the hardness of his cock pressing into the flesh of her thigh. She felt teeth climb down her jugular, her shirt scrunched above her breasts. She loved the feeling of teeth grazing her collarbone but she demanded Ned's cock to be pressed inside her. Her back arched as she rolled up higher on the wall. The cracked window tossed her hair in an angry twenty second story breeze. Her breasts were face to face with Ned. Red-blooded and in need, Ned snapped aside the unfetter bra and clasped one glorious breast in his right hand while his mouth worried the other nipple. Betty gasped.

"Ned," Betty's voice was a whisper and a hiss, "Fuck me."

Ned couldn't deny the demands of such a beautiful woman. He yanked aside black panties and thrust forward, pressing his jeans into the soaking core of Betty. Furious with himself, embarrassed, but more than that, impatient. Betty slipped down the wall as Ned let her go to unbutton his pants. She tried to pull herself up by his shoulders, her arms in a death lock around his neck and the back of his head. She pulled herself up only a little and when she dropped back down she was impaled.

"God!" Squeaked Betty, her face red with a need to stay undiscovered, stay silent. Her hips rolled begging and stealing every inch of pleasure from Ned's sex. Ned was not passive. He was thunderous, determined, and ravenous in his need of her. He was using every bit of muscle he could. Uncaring if the wall broke behind Betty. His face was still buried between her breasts. His hands squeezed tightly on her ass as he pounded deep inside of her. His eyes were squeezed tight, trying to amplify the senses of touch, smell and pain as he lost himself in the perfect twenty year old body.

"Ned, Ned, Ned," Betty whimpered, the inside of her cheek screaming from the force she was biting herself with. Her skin was incandescent, turning red and slick with sweat as she choked back every breath that threatened to be a scream. Her hips rolled and she drew her lover as deeply in as she could every time. She was amazed with herself, amazed with her pleasure. She had never been one to seek out rough sex. Always dreaming of love and gentleness and intimacy. She had enjoyed powerful lovers before but always out of control. Now she was forcing Ned as much as he was forcing her and she felt incredible. She whispered his name another time and he moaned into her chest.

"Betty, fucking Betty," Ned was seething against the brunette and every particle of himself was making it's way to merge with hers. She felt his need, his affection and she erupted from it. Her cheek wasn't enough, now Betty was biting her tongue. Any harder and she could be tasting blood. Her arms locked tighter around Ned's head. She was coming, unlike any orgasm she had ever shared before. Her ankles locked and chafed together. She arched off the wall, fitting herself against the chest of Ned. Her eyes were shut, locked, tears of effort forming in the corners. Breath's were like fire and she had never come for as long before. Sweat stung in her eyes. She was lathered, unkempt, practically destroyed.

Ned had exchanged power for speed. Betty was clearly in the throes of orgasm and he felt impatient with himself. He speared into and tore out of her with abandon. He could feel the imminence of his sex in the tightness of his muscles. The small of his back, the arch of his foot, the corners of his neck, and the tightness under his biceps all announced his completion. He rose up on his toes and away from her torso as he pulled her down onto his cock. He saw her face, twisted shut and wracked in pleasure. Her lips parted and her jaw cocked. He pressed a kiss onto her mouth. She moaned surprised as the first splashes of cum released inside her.

The pair rocked and fucked for a few moments longer. Breaths now ragged but unhurried. Betty wore a goofy smile. Ned just looked proud of himself. Soon their bodies stopped roiling and they gave each other quick kisses and knew they were done.

Betty slumped down. Her skirt was still mangled around her waist and her nylons were unrecoverable. She brushed a hand through her sweat damp hair and looked up to Ned. He was just pulling his pants back up and fastening the buckle. He grabbed his patched blazer from the mophandle he had used as a coat rack. Genuflecting, he kissed Betty on the forehead, on the nose and then on the lips. He whispered a thank you and a see you tonight. He pushed out the door.

"Lee! What the hell are you still doing here? And where the hell is my secretary."

"Crap," Muttered Betty as the door closed and the sound cut off. She fished a mirror out of her pocket. She'd need a few good minutes before she could sneak back out. Jameson was going to have what only he could call words.

Peter was going to be late for his after school internship. But Spider-man had commitments just like Peter did. If he blew off Peter Parker's life, he was a teenage flake. If he blew off Spider-man's life, people got hurt and worse. The webline carried him swiftly across town. Stop one had been Ravencroft. But Eddie was still there, still sick, still cold and still begging for Venom. Peter left with a ten ton weight in his heart. The swing across town was a sombre occasion. Spider-man didn't even offer the attention seeking waves and lung splitting shouts of triumph as he flung himself across New York.

There was a rookie cop hanging out by the police tape looking particularly bored. The smell of stale coffee and fresh cigarettes wafted off of him. Spider-man skittered unseen along rooftops until he was creeping down the wall over the crime scene.

The area had been swept and searched by forensics and journalists hours and hours ago. Peter was little concerned about disturbing any evidence. It was hard to reimagine the fight from the spatters and stains of blood. There was shredded leather and denim littered among the rest of the debris. Nothing told Peter much of anything on the ground. The walls told a much darker story. Gouges, reminiscent of a cat's claws. The height and the obvious direction from which the attacker pounced was startling. Peter had sat on his haunches mulling it over.

Black Cat wasn't this crude or this obvious. But the last time he had seen her she had been more powerful, more aggressive, more beautiful. Peter thanked a chill breeze for suppressing his body's immediate response to Black Cat memories. A new villain? That's just what he needed. But he couldn't be sure. Cat was different. Cat was powerful. Cat taking out some piddly drug dealers just didn't mesh. She preferred much higher stakes. Still he had no lead. He was going to find Cat. Sure he had been unsuccessful for the two weeks he had chased shadows across all five boroughs. He sighed. Venom was wrong. Women were poison to Peter Parker and Spider-man.

Cat had twisted him around and left him startled, confused, alone, hurt on the surface. Deep down, he had discovered something profound and uplifting about the whole event. Each night he searched he had hoped to come up empty handed as often as he dreamed of seeing her sleek inviting form dashing over the city. Cat represented the freedom, the challenge and the conflict Spider-man had given Peter Parker. Spider-man was often a burden but it was fun and vitalizing. Cat was everything he wanted when he pulled the mask on. A delay, an escape, a danger that Peter Parker could never get his hands on. And just like that she was gone.

And Cat was the easy one. Gwen was still with Harry. The sad smile on her lips killed him nearly every day at school. He didn't even talk to her much anymore. Fear, responsibility, caring, consequences. She was everything Peter Parker escaped under the blue and red. No matter how fast he ran, or how far he swung, she was always just behind him. He couldn't just take her like some viking warrior. He already had taken a father from Harry. How could he rip away his love and in the process rip away his best friend. Thinking of Gwen made Peter want to scream. Thinking of Gwen made Peter pull the mask down tight and webswing off into the night.

MJ knew his secret. MJ had done everything in her power to make sure Peter and Gwen got together. MJ was just the best friend a Spider-man could ask for. Her knowledge took a massive weight off his shoulders. She was also beautiful, distractingly so. Peter could barely light two neurons when he could smell the scent in her hair or feel the heat of her body. She pushed away, knowing that Peter loved Gwen. Peter was thankful, he didn't want to have something with MJ just to leave her hurt the moment Gwen could finally break away from Harry. And he hated himself for believing that Gwen would eventually crush Harry's heart just so Peter could have her. But Peter had to believe.

And then there was Liz. Liz made him feel like a tool and a god all at once. If he talked to her since the breakup she'd lift her nose, say something scathing and march on with Sally adding something supportive or amazed about the vileness of Liz's vitriol. But that was in public. Liz still hunted him. Demanded "tutoring" sessions. She had professor Warren backing her up. The man couldn't stop talking about how well Liz had progressed since she had accepted Peter as a tutor. He had tried to stay away but Liz had convinced their professor to talk to his aunt and all of the sudden he was being dragged off to some secluded corner, somewhere no one they knew would find them. He was at her beck and call and those calls seemed to come whenever he and MJ or he and Gwen had any public moment together at M3. Liz was being vindictive, but he had hurt her and if she wanted to drag him off to make sure she got some scholarship for a university in two years, well she had back up to make sure he had no choice.

Lost in thought, Spider-man had to double back to make his appointment at ESU. Late again, as always. His mind was still spinning, but he had one coherent thought. Find Black Cat. Find her tonight.

"Hobie!" The in-crowd had gathered at the Silver Spoon. Liz was looking over her friends in silence, having picked a centered and powerful position as she managed to get Harry to pick up her order. Sha Shan and Flash occupied a slightly more private table near the window and Sally was being a harpy to the frazzled barista who had failed to add extra foam to her latte. Hobie and Mindy walked in together. Hobie was looking put out, like he wanted to take off. Mindy led him with a smile to the line behind Kenny and Gloria.

"Hey Hobes," Rand greeted with little to no fanfare.

"Hey Rand," Hobie returned, "Mindy says I have you all to thank for going to my mother." The tone of his voice didn't suggest much gratitude. Mindy pinched him.

"We were worried, Hobie," Glory spoke.

"Yeah, we don't leave our friends when they might need us," Kenny supported.

"Well, I appreciate it, but I had somewhere I wanted to be tonight."

"Where's that?" Harry asked, taking a break from repeating Liz's specific coffee, whip cream, etc. combination in his head.

"Just... Not here. I've been working on something. I feel like I can still make a difference. Even with the center gone."

"You want a hand?" Rand offered immediately.

"No, this is something I need to do myself." Hobie explained. He scratched the back of his head and turned away from Mindy's impatient glare.

"Hey, if you can still help out and bring everyone together. We want in." Glory said. "The whole point of the youth center was to bring the community together. Let us look out for each other and the younger ones. We want in."

"Sorry, Glory," Hobie nudged Harry so he would go up and order. "This is my thing. I really need to do this myself."

"Well don't hesitate to call on any of us," Kenny volunteered the group.

"You guys are a bunch of whining downers." Flash had stood up and crossed the room from where he and Sha Shan had been ignoring most of the crowd. "Look, Hobie's back. Hobie's fine. Yeah, things suck right now with the youth center. But that doesn't mean we should let everything be burdens for us to carry. Tomorrow night. Party. My place. Mom's out of town but no wrecking everything."

"I thought this was," Sha Shan blushed and looked away. She took a deep breath. Rallying, she was an assertive girl. "Yeah, a party would be great." Her hand slipped into Flash's. "You'll all be coming."

"Absolutely!" Sally confirmed. "We haven't had a chance to let loose for some time." Lowering her voice conspiratorially, she pushed her head into the middle of the group, "Besides, Liz needs to get someone to push her past Peter."

"Good, cause he won't be there. Mom's not handing out the invites this time." Flash smiled broadly. His plan was as brilliant as it was successful.

"You guys need food or catering or anything," Harry turned around with the two coffees in hand. "My dad can hook us up."

"Dude, you don't have to keep buying your way back into the group. The whole juicing thing is water under the bridge." Rand was the big man.

"Yeah, absolutely. Harry's in charge of food." Flash would not let that windfall escape him. "So, Hobes, man of the hour, you'll be there?"

Mindy's hand gripped Hobie's upper arm and squeezed a warning that caused the young man to rethink his kneejerk response. "Yeah, fine. I'll see you guys tomorrow." A cup of coffee, a short listen to his girlfriend and Hobie was gone before anyone thought to keep him from going.

Spider-man was suited up and out his bedroom window four minutes after curfew. It wasn't like him to sneak out after hours. This was just too important. The whole night at the lab he had been daydreaming about finding Cat again. His fantasies always started or ended in a fight. He worried about what that said about him. He rushed out Queens, working his way towards the previous attacks. He zigzagged quietly. Leaping and flipping from building to building with a lazy celerity. The first shrill cut of steel on steel, claw on fire escape, turned his head.

"Here kitty, kitty," He called out. Thwip! His web shot out to his left pulling him in a breakneck arc centered on a water tower. Spider-man slipped into the alley heads above the altercation.

"That's the problem with blind dating. No one ever quite measures up to that image in your head." He said as he saw the purple and black clad fighter tackling through the shoulders of some unwashed drug dealer. Spider-man immediately shot his webs to hold down the attacker but the tackle had sent the masked man through and over his victim. The pair rolled and claws scraped across asphalt as the predator left his prey webbed down and beaten up.

"You!" Shouted the vigilante.

"Yeah, it's me," Most of the other toughs were left in heaps or had succeeded in escape. Spider-man lowered himself down into the alley.

"You know, you're costing me a lot of great press," Spider-man declared, "On the prowl. Spider's don't prowl. We're really more of-"

"Prowler's a name I could come to like." The purple hooded attacker named himself. "You're responsible for this. You won't get off easy."

"Responsible for what?" Spider-man asked, aghast, "Your terrible sense of fashion?"

Spider-sense tingled and Spider-man swung himself left, spinning easily away from the clawed lunge of the Prowler.

"You cost this whole neighborhood its safety net!" Prowler's claws tore up brick as he forced himself back around. "Lincoln meant something good for-"

"You're mad because I took out Tomby?" Spider-man backflipped down to land in an aggressive crouch, "Spidey's the bad guy. Spidey's in cahoots with the bad guys. Spidey's fighting the wrong bad guys. What's it take to be a good guy in this city?"

"It takes power. You got to be able to put down those who would pull the rest of us down." The Prowler approached, bladed hands out to either side, "And that includes arrogant self-interested scumbags who get off in breaking apart the few things that are helping these neighborhoods."

"And with power comes responsibility. And don't get me started on great power," Spider-man cartwheeled out of the way of vicious claw swipe and tucked into an easy roll to avoid a waist high roundhouse.

"Justify what you want," The Prowler lowered his shoulders and charged. Claws glinted in the dirty alley's dirty moonlight, "We're done talking."

"Oh, I can never be done talking. My audience demands the best." Spider-man hopped, pushing Prowler down into the ground, leapfrogging over the attacker. The Prowler was quick, strong for his size, and he fought smart. The four webshots were in tatters to either side of The Prowler. He would have been more than a match for most toughs and street thugs in the city. But peak agility, toughness and strength weren't quite a match for even the most sickly of Spider-men. The fight had been over before the first words flew in the sky. The next attack was a forward lunge. The Prowler couldn't pull any punches against the superhero. He overextended, slashing the air over a quick duck from Spider-man. Spider-man was like a coiled spring and the following uppercut sent Prowler tail over teakettle.

The Prowler was in some pretty powerful gear. His gauntlets were reinforced and their claws were long and wicked sharp. His body was protected in armor, metal and plastic, like a junk store version of Jack's. The steel breastplate was the only reason The Prowler didn't have every molecule of air punched out of his lungs. The Prowler took the fall pretty well, head tucked down he managed to roll backwards over his left shoulder and come up on his feet. His reaction wasn't perfect. His left hand was webbed to his chest but he managed to slash the second blast of webbing before he could be rendered immobile.

"You're good, have you ever thought of doing action movies?" Spidey asked.

"Maybe he shouldn't be the one starring in movies, swinger." The dulcet voice came through a smirk. Spider-man looked up to see the wave of platinum hair and sleek reflection on the form hugging catsuit. "But it looks like my show is over. See you around, swinger."

"Cat!" Spider-man leapt, jumping from wall to wall as he raced up to the roof. But the seven stories gave Cat time to vanish in the night. Spider-man landed on the lip and could see not one white gold hair of Black Cat. "Cat!"

"Shut your web-hole, Spider-man! My kids are asleep!" Yelled a disgruntled New Yorker from a nearby window. Spider-man shook his head and looked around.

"Web-hole?" The split second of disbelief and startlement lasted one heartbeat too many. "The Prowler!" Spider-man twisted and dove back down into the alley. Two kick offs and a skid down on the east side brought him to the ground. His webbed captive was gone.

"C'mon Spidey, focus! You've already learned this lesson." He sighed. After a twenty minute search, he was certain Prowler was gone. Victorious but without any spoils, Spider-man swung home.

"You're certain Spider-man was here?" Ned Lee pushed his digital recorder towards the sergeant.

"Yeah, there was web still here when we arrived. It dissolves over an hour or two so we figure Spidey fought but the new guy got away." Stan Carter leaned on his nightstick. It was too early in the morning. He missed day shift. The whole city was turning into a battlefield, he couldn't quite bring himself to care while all the casualties were punks and drug dealers.

"You don't believe they were working together?" Lee's follow-up was pushed by Jameson's jumped to conclusions. He got the answer he expected.

"Spidey? Hell no. Not his style. Get in a fight with the webhead and at worst you'd walk away with a couple bruised ribs. These guys were getting cut, clobbered and crushed. No way Spidey's working with this—What're you calling him?"

"I think we're running with The Prowler. Now that we've got proof that it isn't Spider-man."

"I'm pretty sure all of New York could have told you that. Webhead's a hero. This Prowler guy's just some nutjob with a grudge." Carter grumbled.

"Carter! Quit talking to the reporter and get to work!" DeWolfe shouted from where she was talking with the M.E.

"Eh, looks like I've got some lowlifes to interview. If you'll excuse me." Carter tipped his hat as he turned.

"No problem. Thanks for everything." Ned nodded to punctuate his gratitude and slipped his recorder into his jacket pocket. This story was drawing him closer to Spider-man. An excited grin tugged at his cheeks.

"Hey! Just set down everything on the dining room table." Flash directed Harry's hired caterers with a powerful smirk. For him, the day had been uneventful. Everyone in school seemed distracted by something. Even Sha Shan was missing a bit of her perfect cool self.

"Having a big party?" Flash's mother came down from her room with an overnight bag and a dangerous look.

"Nothing big. But Harry managed to score some food for everyone so we couldn't say no." Flash declared.

"Alright, but have everyone out by midnight. And no drinking." She kissed her son on the cheek after hearing a cab honk. "I'll be back by Sunday morning. Clean up all the evidence by then."

"Of course mom," Flash smiled and let his mom go. "Go, go."

"Yeah, I love you too," She smirked before rushing out to her cab. Flash breathed a sigh of relief.

"C'mon Tiger, everyone's going to be there." MJ was sitting on the edge of Peter's bed wearing a gorgeous low-cut pink top, form fitting jeans and a pair of calf hugging boots. Peter was counting web cartridges. "You can take one night off."

"Not invited," Peter pointed out, "Seriously not invited."

"So, Flash's a good guy. He's not going to throw you out, not with Sha Shan watching," MJ pleaded.

"Prowler's still out there. He's hurting people."

"Bad people." MJ flinched a little when Peter looked disappointed. "And he just got pummeled by Spidey last night. I'd lay low for a while."

"He's committed to what he's doing. He's not going to take a night off," Peter pulled his sleeves down over his web shooters.

"When you stopped working for The Bugle, I had hoped-" MJ didn't finish her thought. There was a knock on the door.

"What a lovely outfit," May said with genuine regard for MJ's provocative attire. "Where're you two going out to tonight?"

"Flash is hosting a party," Peter said.

"Well, don't keep the young lady out too late, dear." May said, "But definitely find a different shirt." MJ stifled a laugh.

"Was there something you wanted?" Peter didn't intend to sound so jerky. May shared a conspiratorial smile with MJ before turning to Peter.

"I was going to head out for dinner. Wanted to make sure you had eaten, there's some leftovers in the fridge. Plenty for you too, Mary Jane."

"Why thank you, May," MJ gave her professional dazzling smile, "I always feel so welcome here."

"Because you absolutely are," May smiled, "You two have a good night now."

Peter gave MJ an exasperated look when May closed the door. MJ gave a little shrug, "She was right about the shirt."

Mary Jane arrived alone at The Thompson's. The party was already in full swing, and it seemed to have become some wild incarnation far beyond what she had expected after Flash's birthday bash. Rand flashed her a bright smile over the top of Sally's head as she strode through the living room. Harry and Gwen were at the food table and MJ made a beeline for them.

"Hi Mary Jane," Gwen said. The little blonde seemed off put by the raucousness of the entire affair.

"Hi Gwen," MJ practiced her disarming smile, "How's the food?"

"It's perfect," Harry answered for his girlfriend. Gwen obediently quieted down while her boyfriend explained all of the great little things that were spread out over two big tables. MJ was quick to interrupt after she had grabbed some little bite for herself.

"I love the dress, girl," MJ pulled Gwen out to look at the white and pink number the blonde was in. "You look hot."

"Gorgeous," Agreed Harry.

"T-thanks," Gwen pushed a bit of hair over her ear as her cheeks flushed red. "You look nice too."

"I did not dress like this to look nice," MJ struck her pose. She looked devastating. There were at least four casual admirers and two salivating ones outside the conversation who had their eyes on the redhead. "C'mon the music is awesome and we did not dress this hot, not to dance." She grabbed Harry and Gwen by a wrist and backed up into the crowd, which slowly began to part for MJ's insistent dance floor creation.

"What a bitch," Liz held a red picnic cup half filled with rum and coke. She sipped and her face twisted at the flavor. Mary Jane was the center of attention, boys were tossing themselves at her. Sally and Rand were on the newly minted dance floor as well. Everyone seemed to have someone, except for her and MJ. And MJ seemed to have everyone. Liz imagined a cathartic fantasy of scratching out Mary Jane Watson's eyes. Then she saw Mindy looking morose in the corner. Hobie hadn't shown up, had he? Liz had heard that was all in the clear again. Liz quickly skirted around the party to talk to Mindy.

Spider-man zipped in erratic circles around the neighborhoods where he had fought the Prowler and where the Daily Bugle had reported finding his victims. The whole place was clear. The bright red and blue's presence was known to keep the criminals off the streets and his search was making it clear he was around. Web fluid wasn't cheap and Spider-man was already feeling frustrated from Liz, Gwen, MJ and Cat. The webhead was in the sourest of moods.

Sha Shan Nguyen did not drink. She had been proud when Flash had told her that he had not been acquiring alcohol for this party. She had assumed that meant there would be no one drinking. She was wrong. While Flash hadn't acquired and liquor, he had certainly done nothing to prevent others from bringing it. Flash wasn't drinking; Sha Shan smiled over small victories. She wasn't sure if that meant that Flash never drank. Sha Shan jumped as Seymour brushed past her towards the food table. Seymour gave her a look that could never be described as apologetic. She calmed down. Tonight was her second month anniversary of dating Flash. A tiger was tearing apart the butterflies in her stomach. She took a drink of pop and pushed out into the crowd to find flash.

"Oh, what's wrong swinger?" Spider-man let go of his line and pulled off a perfect double flip and twist to land on the wall. Nothing. Now he was imagining things. Everything was frustrating. It was still early, he could abandon the hunt. He could go to Flash's. He could be just friend's with MJ. He could watch Gwen with Harry. He could suffer Liz's scorn. He decided to stay out a little while longer.

Liz crushed another red cup and tossed it what she would call "towards" the trash bin. The whole night had her teeth on edge. After listening to Mindy crying about Hobie, Liz realized that she didn't care. She had taken turns dancing with Kenny and Rand and that just made her feel lonely. Someone had smacked her ass and two guys had tried to shove tongues down her throat. She was feeling cheap, drunk and bitchy. MJ was tearing it up, untouchable. Liz pushed passed Seymour, Tiny, Harry and Gwen and pushed herself up in front of the redhead.

"What's wrong Sha Shan?" Flash was resting on his bannister.

"It's," The Asian girl's smile wavered, "Can we talk?"

"Yeah, sure, my room is right upstairs." Flash answered offhandedly. He offered her his arm. Sha Shan bit her lip.

"I don't know if I'm ready-" Her small voice was devoured by the music and crowd.

"I can't hear you," Flash responded. He slipped an arm around her waist and began leading her upstairs. Sha Shan felt like her heels were cement shoes. She shook. "You're not sick are you?"

MJ was fire and Liz was fuel. The pair of them were sweat slick from dancing and a cluster of guys had swarmed around them, watching the pair move and trying to move in on the pair themselves. MJ felt free. MJ felt alive. MJ was glad that Liz was starting to come around to her. She was a great girl and MJ wanted her as a friend. Liz's hand was on MJ's waist and the two were grinding to some otherwise awful remix. MJ's green eyes blew wide when Liz pressed a kiss on her lips.

"Whoa girl!" MJ pulled back. Pushing Liz by the shoulder to make some room for herself.

"Liz is such a slut," Seymour commented above the uncharacteristic silence of the party. The heavy slap of Kenny Kong and Rand Robertson's hands landing on his shoulders announced his immediate dismissal from the party.

"What?" Liz growled, "Too good for me?" There was an obvious drunken slur in her voice. MJ's looked sad, worried and that only fueled Liz's fire. "You took my brother from me. And now you're taking Peter and-" Liz gestured to all of the party.

"C'mon Liz," Glory stepped up to calm down her friend and get Liz away from making a bigger worse scene.

"I'm sorry, Liz," MJ frowned, "I really can't help you."

"What the hell was that?" Flash and Sha Shan turned as the ruckus exploded downstairs. Flash, it was his house, apologized and led Sha Shan downstairs to mitigate whatever was happening. The way down felt so much lighter than the walk up. The music was still going but the whole crowd had shut up and had turned to watch the imminent destruction of Liz Allan.

"I don't need your help! What I need is-" It was Harry who grabbed Liz, a soft embrace around her shoulders and a quiet word in her ear. Gwen ran defense getting MJ out of Liz's line of sight while Harry tried to calm down the drunk cheerleader. Harry was good, direct, control. Rand, Kenny, Glory and Sally made sure to keep a path clear so Liz could exit into the kitchen.

"Is Liz OK?" Flash asked somebody.

"She made out with MJ!" Flash pushed aside the kid and followed his friends into the kitchen. Sha Shan came close on his heels.

Liz was looking green from drink and embarrassment. Harry was sitting with her, holding a glass of water. Gwen was hovering, worrying over the whole thing. Kenny was standing guard with Glory making sure those who came in were there for good reasons. Rand watched Sally fuss ineffectually about the room.

"What happened?" Flash asked Rand.

"Too much drink on a bad day." He responded sagely.

"She good?"

"S'cool." Rand explained.

"All right," Flash turned to Sha Shan, "C'mon they got this."

"Actually," Sha Shan felt the fluids churn in her gut, "Can we talk out back?"

"Sure, let's go." Flash led his girlfriend passed his friends and out to the backyard. His little sister was making out with some freshman a year older than her. Flash quickly put the fear of god into the boy and Jesse gave her brother the dirtiest look he ever received. It was only a moment or two longer until they were alone. Sha Shan sat down on the swingset. Flash hovered over her.

"What's wrong, babe?" Flash asked.

"We've been going out two months." Sha Shan explained like she was looking down a bullet.

"And hopefully two more." Flash answered. Sha Shan looked up, and laughed.

"You're a great guy Flash," She said.

"Ah, crap," He said, "You're breaking up with me. Dammit!"

"No! Flash!" She grabbed his hand, "No."

"Oh, then what's the problem?" He squeezed her hand back. Sha Shan smiled.

"It's been two months." She said with force.

"And?"

"Really?" She asked flabbergasted. She reached into her pocket. The condom was still there. Her fingers vibrated nervously a moment before she pulled it out.

"Really!" Flash's eyes went wide. "Tonight?"

"I-I don't know," Sha Shan whimpered. "I mean, we're supposed to an all but..."

"So we don't," Flash shrugged, "Not until you're ready."

"Really?" Sha Shan looked up. "But-"

"Really." He clasped another hand over theirs. "Seriously, one, Liz told me it was three months when we were dating. And I hadn't been quite ready when we first did it. And B, I don't want to be with you because some timer dinged and now I get the prize. I want to have sex when you want to have sex."

"You're a great guy," Sha Shan smiled, "Really."

"Really." Agreed Flash. He earned a light smack against his side, "Let's go back inside. I never got you on the dance floor yet tonight."

Spider-man twisted around another building. There was a flash, metal glinting. The webhead charged.

"I was afraid you stood me up," Spider-man slammed a solid double kick into a rooftop just moments before the black and purple cowled Prowler could dive away. Tar and stone tore as claws left gouges in the roof of the five floor walk-up.

"I've been looking for you Spider-man." The Prowler took a pose that kept both clawed hands ready to strike or defend.

"Have you tried calling? The lines are always open." Thwip, the web shot out in a line that passed through the newly emptied space that once contained The Prowler's face. The web was cut as the Prowler spun about and began rushing Spider-man. The webhead easily leapfrogged over the Prowler and kicked him in the shoulders, sprawling out the darker vigilante onto the roof. The Prowler swiftly regathered himself into his fighting pose.

"The neighborhood doesn't want you Spider-man. The people can't afford your protection."

"Hey! I saved these businesses and people from countless threats and I haven't asked for a cent." Spider-man defended himself.

"And how much damage have you done? How many cars and houses and businesses have you wrecked?" The Prowler snarled. "Get out Spider-man. We can handle our own."

"For now, but happens when Rhino or Mysterio take up here. What can you do then?"

"The only thing supervillains want with us, is you." The Prowler approached, blades out. "We take out the Spider-man and we don't have to worry about the big guys."

"No, that's not how it is." Spider-man retorted. "You have no idea what-"

Two claw strikes followed by a shoulder tackle sent Prowler sprawling across the roof once again. Spider-man was still untouched. "Hey cut it out! You see that could be funny if you ever managed to cut anything."

"Jokes!" Prowler screamed in anger, "This is a joke to you! You ruined everything."

"Not everything," Spider-man cartwheeled away from a wild slash, "Still got your pretty face." Spider-man turned and brought a solid right cross into The Prowler's cheek. The vigilante took the hit poorly, flying a half dozen feet before landing shoulder first on the ground. There was sick twisting sound as he rolled on his shoulder and skidded the last couple of feet on his chest. Spider-man rushed over. The Prowler's hood was torn. The light of the city that never sleeps was enough. Spider-man knew. He pulled the mask the rest of the way off. It was Hobie Brown.

He took Harry's father. He lost uncle Ben. He put Mark Allan behind bars. He cost Hobie his neighborhood, piece of mind and now probably his shoulder. The spider bite was feeling like a curse.

"I'll get you to a hospital." Spider-man webbed The Prowler's arm to his side.

"I've had enough of your help, Spider-man." Hobie grimaced. "Leave me alone. Leave us alone."

[1]Spider-man used this same new product to overcome Kraven's sense of smell in season 2 episode 3.

[2]Mindy MacPherson is not named in the show but she appears at least twice. She was notably Hobie's Valentine's date seated ahead of Jameson in season 2 episode 10.


	5. History 305: Kings and Queens

**History 305: Kings and Queens**

"It is the eyes, Love. And the roar." Calypso smiled as she shed her pale leather vest onto the suite floor. Kraven lay at the head of the bed. His altered body bare above the waist. "The shivers you send down my spine..."

Calypso peeled off a loose silk blouse. Her bare breasts tipped in excited black nipples. Her skirt slithered down her legs like a python. Nothing beneath. Calypso was wild, a thing of beauty. Rubies, like drops of blood, dangled from her ears. Teeth, fangs, danced around her neck on a chain of gold. Gifts and trophies from her love. Candles, black candles with dirty red flames, cast haunting lights around the suite. The lion was stalked. The hunter was prey.

Gulyadkin's roar thundered from behind Calypso. The big cat paced as it smelled the arousal in the air. He clawed the carpet until he fell down in a slump. The smell always meant shut up.

"I do not deserve this, my love," Kraven scowled. The unleashed beauty before him was climbing over his body. There was a darkness in her eyes and a warmth. Neither power competed, both implacable, both undeniable. "I am still a failure."

"The prey is still waiting for you, Love." Calypso's hands slid over Kraven's chest. Her fingers traced muscles, her palms adored his coarse fur. "But I will not be made to wait."

"No," Kraven's leonine smile was hungry, "You will be made to scream."

One of Kraven's clawed hands was large enough to encircle most of Calypso's waist. The dark lover didn't whimper or scream as her Love picked her off of himself and thrust her into the mattress. Her eyes beckoned and her smile taunted. Kraven's kiss came down as a bite on her throat. Calypso's hands slipped over Kraven's flexed back. So much muscle, so much power. She bit him back, only she drew blood.

"Love," Calypso's lips dripped scarlet onto her chin. Kraven released his mouth from her shoulder and rose up over her. A great clawed hand held her into the bed, a great thumb curled around her large breast. Another hand, gentle, loving, raked down her long black hair. "Your tongue."

Kraven obeyed. The will of Calypso was not to be denied and Kraven had no interest in denial. She opened, her right leg caught in his left hand, her left legging kicking out past Kraven's right knee. Kraven was teeth and torment. He descended her flesh with no haste. The soft skin on her collarbone rose in gooseflesh as his rough tongue slithered towards her breasts. She licked the blood from her lips and caressed the sides of his face as Kraven claimed her breast. The beast, the predator inside Kraven was compelled by the prominent drumbeat beneath her ribs. She always called for the dangerous. She always toyed with him, coiling him like a serpent, daring him to strike. She always screamed at the snap. Kraven held back. He was the hunter. A master of patience, control, he would never strike too soon.

"You taunt me, Love," Calypso murmured as fangs and lips wandered over her belly. The hand on her right leg climbed down her thigh, holding her open as it took the flesh of her ass in hand. Her hips rocked. Her hips squeezed shut. Her hands tugged at her own hair. "I need you, Love."

"And I am always here when you call," Kraven whispered. A heartbeat before anticipation became frustration, Kraven buried his face in the soaken wet sex of his Love. Snarling, burning with white hot fire, he gave her pleasure.

Calypso was not ready for his feverish love. She bucked and snap with immediate pleasure. Muscles snapped and her whole world convulsed. She kicked feebly. One leg was held far from her Love; the other was caught tight under his arm. He still held her immobile. On hand clasped around her waist, she could not escape. He had her trapped. She tugged at his hair, unable, unwilling to stop in her first climax. His tongue, rough and agile, circled her asshole and slid across her wet lips. The bud of her clitoris drew him and made her scream.

The scent of blood and sweat and sex sent Gulyadkin into a whimpering pace once again. The strength of her voice left the lion with a disquiet and fear often unknown to the predator. Retreating he found the door. He whimpered and collapsed, a mirror to the end of Calypso's pleasure.

" _Ah... Mon amour. Je m'étends vaincu. Ma petite mort n'est que le début._ "[1] Calypso, in times of passion often reverted to the tongue of her native Haiti. French was not one of Sergei's better languages but the lilt and passion were catalysts to his own desire. By her ass he lifted Calypso's sex from the bed and continued his given assault.

Calypso wailed once again. Nothing seemed to work properly. Lightning ran under her skin. She felt explosive, hot. The sweat shining on her skin rose into steam. Her legs responded poorly at best. Muscles tight and aching as his tongue mapped her pleasure. He knew every millimeter. He gave of himself and of his love and she could not contain it inside her.

Her voice was raspy. Her throat was dry. Her eyes flicked back under her eyelids. He would not let her arch from the bed. She rolled from shoulder to shoulder. Her nails raked through his slick hair. Blood flecked behind after particularly violent tremors. She was close once again. He would not relent. Heat like hellfire boiled inside her. She pulled her hands back. She grabbed her own breasts. Trails of blood slunk after her fingernails. She brought her left hand to her lips. The taste of her love was the last catalyst. Her throat opened in a wordless cry. Her eyes saw only darkness as they rolled up. Her body shook. Still he controlled her. His strength indisputable.

Gulyadkin trembled by the door of the suite. There was power in the voice and echoes of Calypso and the lion feared it. Kraven continued through her pleasure once again. Ragged breaths and sputtering sighs overcame the lapping against her sex. Kick, fight, scream. Her pleasure was the fight of nature herself. Calypso begged and pleaded. Kraven answered with more ferocity, more exact strikes. Perfect control and she was wracked a third time. Quicker, not as fierce, but the pleasure strangled. Calypso panted as she rescinded. A pain of constant pleasure left her so tender that she had to force her chest to calm so she could find enough air for her voice.

" _Sergei, j'ai besoin de toi, mon amour. Arrêtez vous. Donnez-moi votre tout_." Kraven recognized the command to stop and he retreated. His power still held her to the bed. She looked up with bloodshot grey eyes. She whispered his name. So quiet only he could have heard it.

"My love? What will you have of me?" Kraven asked, ascending her body, allowing her to stretch out as he kissed her breast and shoulder. She cradled his face and kissed him strongly. Her answer was without words. A slender hand reached into Kraven's pants. The hunter's erection glided into her palm as she wove her fingers around the shaft.

Calypso rolled onto her knees and presented herself into the air. She cooed as Kraven's hand found her shoulder blade and whimpered as he roughly opened her further. She leaned on her shoulder reaching under herself and between her thighs. She urged her Love towards her. There was pain. But pain was just the sister of pleasure and Calypso begged for both. She was impaled and she rose from the bed onto all fours. Her throat was arched open in a beckoning call. Her heart unmistakably setting the rhythm. Harder, faster it beat in her chest. The thick power of her Love drove in deep and retreated almost wholly. Her fists curled up the bedspread. He rose higher, his great form pulling her up onto her toes. Each downward thrust nearly collapsing her slick form onto the bed. Eyes white she look to the sky and prayed.

" _Mes déesses. La nuit, l'amour et la douleuse. Donner votre navire indigne tel plaisir et elle vous donnera la chasseur._ " She promised as she was filled. The pain on a background to the spikes of pleasure she shared with her Love. The hot breath on the back of her neck. The tight grip on her thigh and in her hair. She called out. He answered.

"With me, my love," He demanded and begged all at once.

" _Toujours,_ " She promised. She closed her eyes. Her tongue lagged before her jaw shut tight. Every muscle pulled like a harpstring. Her throat bulged as she tensed. She knew, she had always known. He was near and she feared the strength of the lion near as much as she loved it. Her black skin was turning a dull red from heat and the slapping against her. Kraven slammed into her, folded tightly along the arch of her back. She let go. Down on her forearms and her thighs wavering as she kept the pair of them high during their climaxes. She whimpered, battered and bruising from the ferocity of her hunter. She felt the seed splashing inside her, unworried, knowing that if his hunter sought her fertility she would be unable to stop him. She was loved. He was loved. She felt his great arms pull her into his chest.

"Thank you, love."

"Always," The hunter promised.

The sound of the lovemaking stopped and Adrian Toomes returned to the blueprints Mason had drawn up. Beck rearranged himself on a nearby couch, clearly off step from the shrieks and chaos that had erupted from the suite. Toomes looked on Quentin with pity. The Vulture had had his share of wild trysts back before he had been kicked out of grad school. He had a particular favor of wild black women and found himself feeling more nostalgic than off kilter or envious. It gave him a momentary good feeling before he fell back into his darkness.

Adrian Toomes had fought and worked for years with a string of failures. His juvenile mistakes had robbed him of the credentials to excel in his chosen field. Finally, dedication and hard work and ingenuity had finally given him the greatness he had dreamed of. And that hack, that half-cocked arrogant mistake of a scientist, Norman Osborn had taken his work and pissed on his name. Adrian Toomes had wanted recognition. Adrian Toomes had demanded an apology. Adrian Toomes had nothing. Tekflight still belonged to Oscorp. Worse, Osborn was dead. Toomes had dreamed about dropping the man like a stone onto the pavement but a dead Osborn was a useless one.

It was the Goddamned arachnid. Toomes curled his lips into a half snarling smile. Arachnid was Octopus's slur. He had respect for Octavius, especially since the little man had shaken off the oppression of Oscorp and become Doctor Octopus. Otto was convalescing in Ravencroft once more. How he had convinced a second jury he needed treatment and not incarceration was a sure sign of his genius. Toomes looked forward to reuniting with his partner in crime once again.

The blueprints were impressive. Phineas Mason, The Tinkerer, excelled in robotics beyond anything Toomes had imagined. The Tinkerer had reinforced Vulture's wings, providing sharper control and a better harness to help the old man withstand the acceleration he subjected himself to. The Tinkerer was the mind behind Mysterio's machinery. He had upgraded The Shocker. He had expanded The Shocker's tech into producing Ricochet and Ox's improved body armor.

"This is incredible." Adrian Toomes put down the last blueprint.

"Mason says he needs capital." Beck sat down next to Toomes, looking over his shoulder at the closed door between they and Kraven.

"We can acquire anything we need." The Vulture assured Mysterio.

"Of course," Mysterio nodded, "But Spider man-"

"Spider-man will be my responsibility." Kraven opened the doors as he announced his presence. Toomes caught a glimpse of Calypso, in little more than an improperly tied robe, behind the leonine hunter. Beck turned away with a sophomoric blush on his cheeks.

"You'll need assistance?" The Vulture knew Kraven had failed even with the help of five other supervillains.

"He shall have it." Calypso announced. Her body flowing with power as she crossed the main room towards a divan. She began brushing her hair, oblivious to the stares of the men in the room. The Vulture followed her movement with an appreciative grin.

"You're a lucky man," Adrian commented.

"Indeed," Kraven showed no jealousy towards Vulture's appreciation, but contempt for Mysterio's embarrassment. "The lion hunts with his queen."

"And how do you plan to finally do in your prey?" "Vulture asked.

"With the right bait." Assured Kraven.

"Flavored with the right poison." Grinned Calypso.

It was Sunday afternoon. Two days after Spider-man had defeated the Prowler. Peter and MJ walked in silence through the antiseptic smell of the hospital. They were visiting a friend the papers had reported as one of the victims of The Prowler. They found Ned Lee being turned away by a furious black woman.

"Peter!" The reporter turned away, finally giving up talking to the victim. "Long time my good man. The paper just isn't the same without you. And, it's Mary right?"

"Yes it is," The redhead smiled.

"Seriously, no one at work believes your dating the girl on the billboards." Ned clasped Peter's shoulder. "Betty's sticking up for you but..."

"Yeah, I get it." Peter grinned. Ned was enthusiastic but a good reporter. With the exception of Jameson, Peter had liked the whole staff at the Bugle.

"Good man," Ned smirked. Mary Jane shared his teasing mirth. "Anyway, do you know Mr Brown? His mother won't let met in and-"

"I do. But, I'm not standing up against his mom." "Peter replied.

"Smart move," Ned agreed, looking over his shoulder to make certain Mrs. Brown had returned to her son's ward. "Could've really used your pictures on this case. The police sketches of the Prowler's mask aren't much to go on."

"Well, when your boss hires supervillains to stalk you and your friends..."

"Say no more Peter." Ned clasped his shoulder, "But Robbie'll hire you back in a heartbeat if you ever want to get into again. And you probably could get a raise if you play your cards right."

"I'm actually kind of glad Peter isn't chasing after Spider-man anymore," Mary Jane interjected. "It's hell on all the people who worry for him."

"Yeah," Ned agreed without much sympathy. There was something in his eyes, "But it's hard to give up the chase, isn't it?"

"You have no idea," Peter agreed. "Say hi to Betty for me."

"Yeah, you pass on my regards to Spidey," Ned laughed, "Nice to see you again Mary."

"You too, Mr Lee."

"Ned," Ned corrected and then went off down the hallway speaking some hurried thought into a small recorder. MJ gave Peter a look he assumed meant "Don't you dare go back to the Bugle." The two teenagers moved ahead to meet Mrs Brown at Hobie's room.

Hobie didn't look good. His face was bruised and purple. Peter knew the injury arose from the right cross he had swung across Hobie's face. MJ believed what the Bugle had written. Hobie was just a mistaken victim of the Prowler's hunt for gangbangers and street scum.

"Hello kids," Mrs Brown issued in Peter and Mary Jane. She gave the redhead a little push putting her just a bit closer to Hobie's bedside.

"How're you feeling?" Peter asked. A guilty knot was forming in his stomach.

"Been better." Hobie said with uncharacteristic brevity.

"You look terrible," MJ pointed out.

"It's not as bad as it looks," Mrs Brown assured them. "Plus Hobie's been seeing just how much his friends care now that they've been running in and out of here all weekend."

There were flowers and get well cards lining the windowsill with little room leftover. MJ put the one from her and Peter next to the football shaped one Flash had left. Mrs Brown announced "I'm going to get some snacks. You kids want anything?"

"I'll come with you," MJ volunteered. She leaned in to give Hobie a quick hug and whispered "Get better." Peter and Hobie placed their snack orders and the women left them alone.

"I haven't turned in the pictures I took." Peter said once the door to the hallway was closed.

"What?"

"Of you fighting Spider-man." Peter's face grew dark. He was angry and worried and it was coming off dangerous.

"I thought you quit The Bugle?" Hobie started. "No, I mean who wouldn't follow Spider-man. I was wondering why you showed up."

"I showed up because my friend was hurt and I was worried." Peter explained.

"We've never quite been friends." Hobie shrugged. "But thanks."

"So the Prowler? Why?"

"The youth center kept me from being picked up by gangs. They use kids as dealers and runners because they can't get arrested for as long." Hobie sighed. "When the center had to close down. I saw the sharks and vultures picking up the kids who no longer had that safe place to go to. I couldn't let it happen. All the gear from the center is still there. I just took over the metal shop and set myself up. Figured I could be a real hero. Fix the mistakes made by Spider-man. Look out for the little guy. I got lost in all the anger. Didn't see that I was making worse mistakes than the one Spider-man had."

"I'm not planning on turning over the pictures," Peter said. "I won't sell them to the Bugle and I'm on contract not to sell Spider-man photos to any other publication for the next two years."

"Why not?" Hobie asked. "The cops could really use them."

"Yeah," Peter agreed, "And I might have to. It all depends."

"Depends on what?"

"What's next for The Prowl-the guy who did this?" Peter asked. Changing his question as the door swung open and MJ and Mrs Brown returned to the room. Arms full of snacks. Healthy and junk food.

"Spider-man knocked some sense into him," Hobie declared.

"Good." Peter agreed. MJ gave him a quizzical look. The chatting returned to safer topics. "Get better buddy." "Thanks for the M&Ms Mrs B." And soon the next group, Liz and Mindy, arrived and Peter and MJ were leaving.

"What's going on?" MJ asked Peter in a whisper as they started the journey out.

"I was feeling kind of guilty I hadn't saved Hobie," Peter admitted while guarding the whole truth. "I just wanted to know what had happened and how I could prevent it for next time."

"You're a good guy, Peter Parker," MJ pulled him in for a quick kiss on the cheek. Peter blushed and MJ poked him in the ribs. They turned towards the elevators just as Liz slipped back into Hobie's ward with a sneer on her face.

M3 was always a place to feel awkward. Teenagers: hormones and stupid decisions came together like baking soda and vinegar. This Monday morning it was worse for some people. Unable to convince her parents that her hangover was the flu, Liz showed up. She hadn't talked to any of her circle since Harry and Gwen had walked her home. She really didn't want to look anyone in the eye today. She caught Seymour looking at her but he hurried on when she gave him a proper scowl.

"Where have you been Liz?" Sally had on a bright smile when she grasped her best friend in embrace. "You missed all the fun we had this weekend."

"Like Hobie getting beat up?" Liz asked hoping to keep Sally's affected congeniality away from her own drink induced embarrassment and sourness.

"Oh God!" Sally smacked Liz across the upper arm, "No! Look, Hobie's going to be OK. The police or Spider-man's going to get the guy who hurt him. We need to see the good in that and move on to the good in everything else."

"Thanks Sal," Liz smiled for the first time since the party, "Look, I really want to forget all that happened."

"Hey this beautiful hair isn't only for show," Sally puffed up her blonde ponytail, "I can forget anything."

"Ah, I always hated that." Liz admitted.

"Hated what?" Sally cocked an eyebrow.

"Playing dumb." Liz looked over to the dry fountain Sha Shan and Flash were talking hand in hand. "Terrified he wouldn't have liked me if I wasn't a bimbo cheerleader. It was exhausting."

"I know what you mean," Sally gave a crooked smile, "I never had to play dumb for Rand. He used to get so mad when we started that way last summer. Turns out being a controlling bitch is better than a simpering bimbo. It's so easy to fall into that hole though."

"Ha," Liz smiled again, turning away from Flash and moving into the school. Peter was coming and she didn't want that heartache right now. "And I bet Rand is feeling the effects of Queen Bitch now."

"Princess Bitch," Sally corrected, giving a flutter of her eyelashes and an innocent lip biting smile. The cheerleaders laughed their way inside.

"I knew you were kind and considerate. That was why I dated you in the first place. I let myself get so twisted up over," Sha Shan's voice dropped several decibels, "first time." She continued with her regular volume, "I'm glad you're willing to wait."

"Anything babe," Flash grinned, "I'll tell you what though. When you can say first time without dropping your voice. I'm coming for you."

"Really?" Sha Shan brushed her hair back over her ear. She couldn't kick the goofy toothy smile from her face, "Good. I'll be ready."

"Excellent," Flash declared. "So now that the play's all done, what will you be working on next?"

"Actually, I got this idea from talking to Hobie in the hospital," Sha Shan began animatedly describing her next big project. Flash watched with genuine interest, asking questions that showed quite a bit of perception. He may not have known how carbon atoms bonded to hydrogen or how to find out the area under a curve, but he could listen when motivated.

Peter arrived with MJ. Swinging to school was becoming less of an option with the redhead showing up to catch the bus with him two or three times a week now. He had a passing thought about why she was crashing with her Aunt Anna so often but it was quickly supplanted by the way her red hair caught the breeze and showed the curve of her neck. The she flashed a bright smile. Her words slicked off the imaginative barrier protecting Peter's brain while he daydreamed about webbing her to a bed. The fingers snapping in front of his eyes kicked him awake.

"Earth to Peter," Mary Jane looked mildly put out. "What's going on in that head of yours?"

Peter gave her an idiot's grin and she rolled her eyes. The bus gave them just a few minutes to get to class. The pair were hurrying to their criminology lecture. They met Gwen and Harry near Gwen's locker. It was a quick kiss she gave Harry. It was a sharp spike Peter felt. Harry was leaning over her telling her a story, using every moment to close the small distance between himself and his girlfriend. MJ interrupted.

"Morning Gwen, Hi Harry," Her heel kicked Peter in his shin. The message was clear. Get that look off of your face before you hurt Gwen.

"Oh morning Mary," Harry said, he was in a bright mood, "You and Pete seem to be getting closer."

The comment was meant to rattle Gwen and Peter. Harry could feel the feedback from where his hand rested on Gwen's wrist.

"Well we are kind of neighbors," MJ pointed out, "It's kind of amazing we hadn't really been friends before."

Peter and Gwen heard the finality in the word friends. Gwen smiled. Peter shuffled his feet.

"Anyway, you guys go ahead," Harry charmed. The change in him since watching his father go glider first into a pile of pumpkin bombs was obvious. He was more aggressive, more forceful, more charming and seemingly without the social awkward timidity people had come to expect from him.

"We're just about late as it is," MJ agreed, "But I wouldn't want to be the boyfriend who kept the police captain's daughter from class."

"It is pretty close to the bell Harry," Gwen agreed. She seemed so deflated with him. Still Gwen but not all of Gwen. Peter was feeling nostalgic for The Look.

"Well, what are we waiting for then?" Harry slipped an arm over Gwen's and another over Mary Jane's shoulders. Peter chased after them, one step behind.

"Sample SM-05 is showing signs of decay. Mild, sample is still sound. Continuing experiments with adjusted d-"

"His stink is still here." The low timbre growl of Kraven the Hunter echoed in the hollow parts of Dr Warren's ears. The scientist stood up, turned, his left hand rested on the labtop counter. He slipped his right hand behind him. His revolver was not in its holster. His face showed no hint of it.

Kraven arched an eyebrow. The smell of nervousness, sweat and adrenaline, was wafting off of the doctor. Calypso stepped out from behind Kraven. The whiff of lust mixed into the air.

"Welcome back, Kravinoff," Dr Warren extended a greeting but not a hand. "To what do I owe the pleasure?"

"The Spider-man. He has been here. Recently."

"No," Warren corrected. "I check the night cameras regularly."

"I smell-"

"I have samples." Warren interrupted with casual disrespect, "I am studying his mutation. His blood is on this slide."

"Mmm," Calypso licked her lips and approached the microscope. He stepped back. She was easy to admire in her elegant but primitive gown. He looked up to see the smug look on Kraven's face. The woman spoke, "This is magnificent, What is your price?"

"They're not for sale," Warren declared.

"You're certain?" She asked in a sensuous purr. There was no coyness in Calypso. She was as much hunter as her Love.

"Very," Warren gave no ground.

"Then you must tell me how to procure my own," Calypso's words were unconcealed threat.

"No need," Kraven declared. He picked up an empty vial marked SM-04. "I can smell a third scent on here. A woman."

Warren remained stoic and tight lipped.

"A woman?" Calypso returned to Kraven's side. "Then we do not bait the Spider, but we bait the man."

Kraven smiled or showed his teeth. Warren would never know. "Do we have a name for the woman?"

"Yes," Warren smiled. The gears turning in his head let him say "Black Cat" with a smile.

Spider-man was swinging across Manhattan in the last minutes of daylight. It had been an uneventful night after an uneventful day. He was starting to feel the effects of quitting The Bugle. The hours and work with Kingsley Inc was thin. He didn't have the portfolio of most of the photographers on staff. He only seemed to get work when Kingsley personally decided that he needed two cameras at a given shoot. The pay was great but he wasn't getting enough work. He could have pulled in nearly twice with pictures of The Prowler. MJ on the other hand was in demand. Seemed like every other day she was grabbing the uptown bus to meet up with Ms Vaughn-Pope for another assignment. Peter had only photographed her twice, and once had been in his own bedroom. He cracked a smile under his Spider-man mask. The only person he had more fun snapping pics of was Black Cat.

Speak of the devil and she will appear. Peter almost missed her. She was waiting on their gargoyle over Brooklyn. Spider-man didn't think twice. He cast a web over and swung. There were signs. She was standing, hair blowing in the breeze. Regal was the description for the Cat. However, Black Cat was playful, taunting. Yes, she was proud, but she had never shown herself to Spider-man like this before. Peter landed on the nose of the gargoyle.

"Hey Cat," Peter grinned under his mask. His heart was pumping harder than after he had dodged all of Goblin's traps. "I've been missing you."

Black Cat smirked, her lips cutting a clever game while her eyes had an ice to them. Peter would have stammered, but Spider-man didn't. "I haven't forgot about our night. I looked for you." The Spider-man scuttled forward before standing up to his height, eye to nose with the platinum haired thief. There was a chaotic sound, like drumming booms producing a frightening beat with Spider-man's own heart. The gloves of the Black Cat settled on his cheeks and she leaned in kissing him through the mask.

"Heh," Spider-man spoke with all the eloquence left within him. He almost formed a dopey comment, intrigued by the baiting grin crossing Cat's lips. The beat still rattled under his skin. He almost missed the tingles. "Cat!"

Spider-man grabbed her about the waist before he jumped. Web line grabbing the next gargoyle soon as the claws slashed down into stone. He had been heartbeats away from being threshed. "Kraven?"

Spider-man tossed the woman up onto the next ledge, swinging under and landing behind her to make sure she didn't fall. The wind rushed past him but it seemed to miss Cat's hair. He landed face to face with Black Cat.

The eyes were wrong. Everything was wrong. The drums, The drums hammered alongside his heart. She held a red-tipped needle in her left hand. Peter blinked. The world was unbalanced, tilting. The spider-sense hadn't fled him. He leapt off the wall. Eyes clashing with the hungry look in the woman's. Kraven landed from his second pounce. Cat faded into blackness.

"What is this? Trade in your hot sleek kitty for a clunky old one?" Peter landed on a glass pane above Kraven. "Should've kept the receipt."

"This is the end of you Spider." Kraven growled. His claws shrieking as they scoured glass. He was charging up the wall.

Spider-man attempted to jump over top but Kraven was quicker, stronger and already had the momentum. The Spider-sense was in chaos but his feet and arms failed to move with all the power and celerity he was expecting. Grabbed by the ankle, Spider-man was swung backwards shoulders colliding with stone wall. Kraven's hand gripped tighter on his ankle and tried to pull him back. Spider-man fought. He found purchase on the wall and rolled with a backwards somersault. Kraven had no such purchase. The leonine hunter was sent over the Spider-man crashing face into the glass. It didn't give. There was a hard crunch. Kraven let go. He was falling.

"No!" Spider-man panicked. Visions of Norman's death, of Hobie's hospital bed, of Jack O'Lantern's sprawled body, all contested the vision of Kraven tumbling twenty four floors to his demise. The web thwipped from his wrist catching Kraven by the waist. The weight felt huge. Spider-man's biceps bulged as he pulled back to halt Kraven's momentum. Kraven swung back towards the building.

"Little Spider. I am no fly for you to catch," With a slash of his claws, Kraven's tether snapped. He was already swinging back towards the wall. Kraven growled as he twisted about before rushing and leaping his way from ledge to sill. Spider-man wobbled. His vision was blurry. He needed to run. Spider-man leapt, throwing his web out to the building across the road. "Yes, run Spider! The thrill of the chase is the best part of any hunt."

Spider-sense throbbing, Spider-man landed on a gravel covered roof face to face with a snarling lion. "Nice kitty," Spider-man slurred, moving slowly hands before him. He dropped, his legs not working just like they should. The lion pounced overhead. Peter's quick roll and slide up onto all fours put him face to the backside of the big cat. "Looks like someone could use a cat nap." Spider-man swung out with a heavy punch, colliding with the side of the lion's stomach as it turned. The cat rolled twice before it scrambled back to his feet.

"Gulyadkin is not so weak as to fall from a single punch." Kraven's voice came from behind Spider-man. The hero turned to face the hunter.

"Alright," Spider-man wheezed, "From this point on: I'm a dog person."

Spider-man twisted aside as Gulyadkin pounced once again. Spidey was safe, but his muscles seemed so lethargic. What had Cat given him? Why? He knew she was mad at him but he had figured things had changed after their evening together. Something wasn't right. Nothing added up. Kraven's attack was closer than Gulyadkin's. The spider-suit was rent on his shoulder. He wasn't caught. He ran, diving over the edge of the building. Kraven's claws kicked up debris as he rushed after him. The arms crushed around his middle. Air was pushed from Spider-man's lungs. He sent the webs forward grabbing the next building. Gulyadkin roared from atop the building.

"Relax, Spider-man." Kraven squeezed tighter. "This is the final end for you."

A gaspy breath was all the quip Spidey managed before the pair swung hard into the brick wall. His whole body hurt, but he managed to twist and kick hard enough to shake loose Kraven. "Twice you have broken my grip. You are indeed the greatest prey."

Kraven managed to keep himself high by grasping a fire escape. He didn't have time to move before Spider-man kicked Kraven across the face. The webhead was swinging away. Kraven roared. Spidey sucked in all the air he could. Oxygen was undeniably delicious. He left behind the lion and the hunter swinging his way towards Midtown. It wasn't good enough. Kraven wasn't stopped. Kraven would follow. He couldn't go home and it wouldn't be much longer before is Aunt May alarm would go off. Dizzy, disoriented, aching, he swung passed the alleyway he had webbed up his clothes and backpack. If Spidey couldn't run, maybe Peter Parker could.

He wasn't far from The Silver Spoon and he wasn't surprised when he ran into MJ. He figured he would run into someone from M3. He had overheard plans at school that day. He was surprised, with Spider-sense and "He's going to kill me!" hyper alertness that she saw him first.

"Peter!" She hollered and waved. He managed not to flinch, still looking up and searching for lions. Peter ran over to her.

"Hey MJ," He was speaking fast, "Is that a new perfume?"

"Yeah, its Revanna Number 6. I got a sample from the shoot yester-"

Mary Jane's green eyes went alarmingly wide when she found herself pushed back against the front window of The Silver Spoon. Peter's lips forcing themselves onto hers. She tried to push him off but he was strong. She knew his secret but she hadn't known his strength. He broke the kiss for just a moment, whispering "Need to. Explain later."

There was no stopping him and though she hadn't expected or asked for this, Mary Jane was interested in it. She trusted Peter, so she crossed swords with his tongue until the lion roared.

"What the?" Peter had acted surprised reeling back two or three steps as Gulyadkin stalked out of the alley Peter had exited a few minutes earlier. MJ could feel her bones turning to jelly. The scream belonged to Liz Allen.

Peter twisted to see his ex-girlfriend rushing up to him. Her scrunched coffee cup was leaking its steaming contents all across the sidewalk. She dashed up. "We have to run!" Her eyes not leaving the slowly pacing lion.

"I think a lion can outrun us." Mary Jane's words were knocking as hard as her knees.

"Gulyadkin has no interest in you children," The voice came from overhead. Liz refused to take her eyes of the lion. Mary Jane and Peter looked up to see Kraven the Hunter coming down the side of the building. Peter jumped back several feet to give the great hunter room to land. Those catlike eyes turned on Peter. "We're hunting Spiders."

"This again?" Liz garbled her words, "Peter's not Spider-man, the Bugle proved that."

"But he stinks of him." Kraven breathed in sharply through his nose. "And of this one." He waved to the redhead.

"Peter! Your backpack!" MJ said, lightbulbs going off over her head. It was hard not to laugh and smile at the genius of it. Peter dropped his backpack just quick enough for Kraven to wrench it from him. Peter fell backwards onto his ass, not part of the plan, part of the poison, but it certainly sold his story.

"Clever bug," Kraven smirked. "But he cannot run forever." He growled, the sound echoing like terror deep in the lungs of MJ and Liz. Peter just watched the lion turn and chase after the hunter.

"Peter!" MJ laughed, falling down onto her knees and giving him a hug. It was her time to kiss him unexpectedly. Liz's death glare was followed by the angry clicking of her heeled boots as she stormed away from the pair. "That was genius." "The redhead whispered as the sounds of the city protected her words from reaching Liz. "Webbing the mask to the bottom of your schoolbag."

"Spider-man must really hate you." Flash Thompson's laugh was followed by Peter being slugged in the chest with his backpack. Sha Shan and Flash were standing over MJ and Peter. Flash, triumphant, had Spider-man's mask, still clinging with webs, in his right hand. "Nice work with Mary Ja-Spider-man might be telling you to take his picture again." His breakneck change of topic occurred when he saw Sha Shan cocking an eyebrow at him.

"Come on, Tiger," MJ stood up and offered Peter a hand to his feet, "This has been the kind of crazy night. Let's get you home."

"Yeah," Peter scratched his head as Flash and Sha Shan walked passed them. "Hey Flash. Do you think I could get that mask? I kind of earned it."

"Nope!" Flash said laughing and waving it over his shoulder back at Peter. Peter slumped. He wasn't looking forward to making another one. He perked up when Sha Shan snatched it out of Flash's hand. His relief was short lived as he watched Sha Shan shove it into her purse. She was laughing. Flash was pouting.

"I'll stitch you another one, Tiger." Mary Jane slid her arm into Peter's, "One with fewer visible threads sticking out of the back of it." They headed home. Not talking about the kiss. Not talking about Liz. Not talking about Spider-man. Not talking about Kraven. Mary Jane was not ready to face any of the feelings of fear that were hammering in her heart.

They weren't heading to Queens. Peter insisted that he walk MJ home. She couldn't sleep at Anna's every night. She dreaded Peter coming up so she kept slowing her pace with every block closer she found herself to home. Peter wasn't thinking about that. He was just happy she was with him. He still had the taste of her lip gloss on his lips and he was feeling giddy. Finally they arrived.

"I think I can make it the rest of the way myself, Tiger," Her parents lived in a fourth floor walk up. She was looking up seeing the silhouette in the window: a man sitting in a recliner. Smoke was clearly visible in the apartment. "Good night."

Peter didn't hear the quaver in her voice. He just gave her a hug and promised not to swing his way home. He watched her ass climb the stairs until she was out of sight and headed home.

"Make any more money with your body today?" Mary Jane was greeted as she entered. She didn't look at her father. She just went to her room and was thankful there was a lock on the door.

Midtown Manhattan Magnet High School was a powderkeg of gossip and judgment. Word of Peter and MJ's public display was spreading faster than the stories about the lion or that Sha Shan had somehow picked up Spidey's mask. Peter was garnering looks of envious hatred or genuine awe. If his head had been throbbing less, he might have noticed. Whatever Cat had stuck him with was leaving his system the hard way. Harry met him at his locker.

"Peter Parker, you dog,"[2] Harry congratulated his best friend with a one armed hug around the shoulders. His genuine excitement put Peter off for a moment. Harry was always one to root for his friends, however even when Peter had started dating Liz, he hadn't shown this much respect.

"It's kind of blown out of proportion," Peter defended. He could be oblivious but it would be impossible not to know what the topic of conversation was.

"Not on the first date, Pete," Harry admonished, "MJ's not that kind of girl."

"Yeah," Peter smirked, "She has a wonderful personality." The pair laughed. A good friendly sympathetic laugh that Peter hadn't felt in months. It was liberating. "We should get some food. Just me and you. We haven't hung out in too long."

"Absolutely," Harry agreed, "We'll grab a bite after school. I'll pick you up at your place."

"Awesome," Peter was just feeling better. Like anything might turn his way soon. Peter Parker hadn't counted on his own luck.

"You're not going to blow off tutoring?" Liz seemingly appeared out of nowhere.

"Uh," And now things were complicated enough again.

"We could always do it tomorrow Pete," Harry shrugged unperturbed by the events.

"I-"

"No, I've got the period off and Peter can miss pre-calculus." Liz decided. "I'll have him back to you by the time school's over."

"Pete? Miss class? No-" Harry couldn't make it through his false outrage before succumbing to his laughter. Gwen showed up around then and Harry immediately slung his arm around her waist and continued marching off to whereever they were going. "Later Pete."

"Later Har," Peter said and slumped turning to Liz. "Library?"

"Don't be stupid," The cheerleader facade dropped and scorn covered her face. "We'll be seen. You know where. Just after the bell."

"I-This isn't right." Peter explained, "Liz, you're too good for this kind of thing."

"You're right. I'm too good for you." Liz huffed and pushed him into the lockers with one distracted hand. Peter was overwhelmed. "You know what will happen if you ditch again."

Liz left with her nose in the air. Peter slumped against his locker. He had taken the bus to class today, no mask meant no swinging. Thankfully MJ had made good on her promise to sew him a replacement. Truth was it looked professionally done, much better than his own attempts. IHe was kind of embarrassed that she had need to help him . Initially, he had a spare at all times. He hadn't replaced the one that had got trashed after his fight with Gobby. Peter Parker, you are such a flakeball.

He arrived on time at their little hideaway. It was a basement classroom that hadn't been used since the state had cut half of the art budget. There was a circle of desks in the center and a dozen easels without canvases on the far wall. The small dirty windows let in little to no light. Two of the overhead fluorescent bulbs were flickering. Liz was dressed in her cheerleader outfit. Peter knew what it meant. It showed her place on the food chain. Cheerleader looked down on geek. Their biology books were on the table. She always made sure this ended with actual studying. Because of Peter, Liz Allen was an honour student this semester. She wouldn't be valedictorian material. She was a conqueror. In the top of the class, popular cheerleader, boys after her, she even had the right friends.

"Hey Liz," Peter slung his bookbag onto one of the desks.

"You cheated on me." She had a flat look. Impatient, judgmental, but above all hurt. "With MJ."

"I-"

"She just wants to break you heart." Liz walked around to Peter and looked him in the eye. Her hand was soft on Peter's cheek. "She wanted to break my heart by pushing in Gwen. She wanted to break Harry's heart by stealing Gwen from him. She's breaking my brother's heart by taking you from me."

"MJ isn't-"

"But she didn't break my heart, Petey." Liz's voice was so sweet when she used her pet name for Peter. She was so beautiful. She wanted him so fiercely. He knew this. He held her. His arms crushing her into his chest. She laid her cheek on his shoulder and whispered into his ear.

"I broke your heart, Liz." He understood.

"You did," Liz agreed. She was starting to sound hopeful. "But we can put the pieces back together again. You just can't let me go."

"I-"

"Gwen's with Harry." Liz explained, "They need each other. You know that."

"I do," Peter was terrified for Harry. Liz didn't know the reason, but she had seen the guilt and it was her first weapon to use against Peter.

"You won't cheat on me," Liz looked up. Peter's brown eyes couldn't keep her gaze for too long.

"I-" Peter took a deep breath. He tried to cut things cleanly off after she had come to him. It was impossible. Professor Warren had seen the vast improvement in Liz's grades. One bad assignment and Peter had found himself in an unwanted lecture. He had a responsibility. The next tutoring session involved him running out to web up three muggers. Aunt May sat him down the next day and told him how proud she was to hear that Liz had brought her grades up so far with his help. Liz was waiting for him in this room the next day. "I'm not going to cheat on you."

There it was. A promise: he had made so many and they all seemed so hard to keep. Liz whispered, a thank you in Spanish, something else Peter couldn't decipher. They kissed, or she kissed him and he found himself unable, unwilling, and unthinking of resistance.

Her lips were soft and hot. So different from their first kiss at New Year's. She had been gentle. She had been laid bare. That vulnerability had transformed. Her kiss was something inviting but also invading. Her mouth parted as Peter knitted his fingers behind the small of her back. She molded against his chest, her eyelids gliding shut. She was so small, and yet so perfectly sized for him. Her breast carried the beat of her heart almost in time with the movements of her tongue.

Her own hands were tightly gripping the back of Peter's head. She pulled him into her directing his kiss against her lips. He felt sweet and at his most honest. Liz wanted few things more.

Their unhurried kiss ended with a wanting Liz drawing in Peter's tongue for one last moment. They drew apart, neither releasing the other. Each teenager convincing themselves to put off the idea of consequences. Their eyes opened together aligned perfectly. The first thing either teen saw was reflected affection.

"Liz, I-", Peter was pulled forward. His mouth brought to bear against Liz's throat. He played his part kissing and nipping as she rolled her shoulders and head back. She whimpered, keeping quiet as her hair fell back to the desktop. His hands moved up, uncertain of their goals or journey. Liz's thigh pressed against the outside of Peter's leg. He knew, as he leaned into her, just how near he was to her sex.

When they had been official, Liz and Peter had neither been adventurous nor hurried in their explorations of each other. Liz had been experienced, Flash had been expectant and insistent but somehow not ungentlemanly. There had been social cues and rules to live out or live up to that had not been conducive to Liz's pleasure or comfort. Peter had destroyed all of those constructs just by being Petey. Their time, as much as Peter could find, had been about "Us". Now it was about "Us versus them".

"Petey," Liz gasped as Peter's hands rose to the sides of her chest. "Take my top off."

The kiss on her neck ended and she met the childlike enthusiasm in his eyes. Liz had to smile as she lifted her arms. The cheer top zipped off of her quickly leaving her in a pale green sports bra. She hooked a dastardly grin. "All of it, Petey."

He wasted no time. The part of him that worried and calculated was silenced. Her breasts jiggled free as the bra followed the top onto the yellow tiles. She had perfect breasts. High and round with hard erect nipples on small dark areolas. Peter's hand settled beside and under them as he measured their weight and reveled in their presence.

"You are so beautiful, Liz." The words had so much more meaning to her with him looking her in the eye. His hands were so strong and she found herself leaning back onto her elbows as he leaned in to kiss her. His hands never left her breasts and she smiled into their kiss for his wonder. He was soft and gentle but unyielding. There was a strength in his whole body that he understood and held in check. Liz wanted him to let go.

"Petey," Liz whimpered as Peter began kissing down from her lips. She was flat on her back now. One hand tangled in her hair and another in Peter's. She mumbled when he kissed the hollow of her throat; she yipped when he kissed his way up to her nipple. He physically loved her breasts. Hands wandering and mapping every inch of flesh. He nipped, licked and sucked. Never neglecting all of her breasts for the nipple. Moving slowly but without hesitation nor compromise. He travelled back and forth from each breast.

Liz let go of him, unable and not needing to direct his endeavours. She pulled her feet up onto the table. Knees rising against Peter's ribs. She used the lip of the desk to pull off her shoes. Their thunk against the floor was loud enough to startle Liz into a breath. She was amazed with Petey. She could let him play with her breasts for days and she doubted she would get tired of it. But they only had 80 minutes together and she needed more of Peter.

First, her heels planted into the top of the desk. She used the leverage to raise her hips. She forced Peter to rise as he continued relentless with her breasts. She reached below her. Gripping the waist of her skirt and twisting until she could grab hold of the zipper and tug it off. She pulled her shorts and panties off with them. She struggled left and right. Peter was in the way of her nudity.

"Petey," Liz whispered. She stroked the side of his cheek. He looked up, smiling wolfishly around the nipple of her right breast. "I need to get your clothes off."

Peter rose up, his superhuman agility keeping the crick out of his spine. He looked down to see Liz's nudity as it revealed. She shimmied quickly out of her bottoms and slid off the desk to stand next to him.

"Liz, I want-I don't want either of us to get hurt." He announced doing little to resist as the naked Puerto Rican girl laid him back across the table. She smiled as she leaned into kiss him again.

"We won't get hurt if you don't hurt us again." Liz promised. There was hope and sincerity in her eyes. Peter could not argue as Liz stepped back and started unlacing his shoes. She liked doing this. The slow undress. Peter was more hurried weaving and worming as he awkwardly rushed out of his shirt. He was thankful he had taken the bus. His spidey suit was in his backpack.

"My God," Liz grinned appreciatively as Peter slipped out of his shirt. She had seen it before but who could guess he was so built under those t-shirts. "You get your pants."

There was nothing to say to that as Peter slipped the button out of his fly and ripped down the zipper nearly hard enough to pull his pants apart. Liz tossed the second shoe to the floor with her own. Peter kicked free as Liz pulled his pants off and scrambled astride him.

"Hi," Liz was overtaken by a moment of nervousness as she hovered over the boxers Peter was peaking out of.

"Hi," Peter mirrored. This was about to be a first for them. It was unmistakable. The few times Liz had strong-armed them together had resulted in a lot of teasing and one release across Liz's wrist.

"I want this," Liz explained. "I want you."

"I do too," Peter admitted. In the moment this is what he wanted. It wasn't smart. It wasn't even right. There were dangers in doing what you wanted unprepared. It was hard to debate those changes with his hands resting on Liz's thighs while she reached behind and under her. Her cool fingers encircled his cock, pulling it through the hole of his boxers. Her sex was hot against his. He was amazed at her warmth and wetness. So unlike Black Cat.

"Liz! Condom," Peter shouted as he felt the first push into her sex.

"I'm on the pill, Petey," Liz dismissed and sank down to her ankles, she let out a long sighing breath as that feeling of fullness suffused her body. Her skin was flushing red. Her eyes were closed and pointed to the ceiling. "Oh my God!"

Peter was caught between confusion and elation. He held her waist as the couple slowly rolled through long but shallow thrusts. Liz dropped forward. Her hand flat against the desk. She was balanced on either side of Peter's shoulders. She grunted with each rock of her hips. Her long hair cascaded down and teased Peter's chest. She couldn't believe she was full of Petey. At last.

Peter provided the power. Hoping Liz would fall further forward so he might clasp her tight against his chest as they coupled. He had the strength. It was difficult to please her without risking breaking her. So different from Cat. The passion with Liz was all emotion, not the heat of battle. This was Peter Parker making love. That scared him.

The two fucked. Liz was certain and in awe of what she was doing. Every nerve felt exposed. Everything Peter did was intense. She was growing hot, her body burning and sweating as she felt that cock inside her. Her breaths were gasps and wheezes. Peter was remarkable. So pristine she felt cheated. She wanted him fucked senseless but it seemed she was going to lose the contest. Her insteps were seizing. Her right shoulder twitched. She dropped lopsided across Peter's chest. He caught her in a tight hug. She had to bite the inside of her cheek to keep the scream in. Petey belonged to Liz.

Peter was balanced on the balls of his feet and his shoulders. Liz was crushed in his arms, vibrating and keening into his ear. He couldn't kiss her though the curtain of hair and clenched jaw. He teased the ear that stuck through her raven black hair. She was whimpering, almost crying, hiccupping with strangled breaths as he drove himself up and into her. She splashed across his thighs. Her smell, sweat and sex, was every breath.

"Petey! Petey!" The first few iterations were breathless and heady. The longer they went on the more the sounded like garbled nonsense. He might have been fucking her so hard that the dark things of Lovecraft might crawl through the dimensions, mistaken that their names had been called. He released her and she rose up, weaving awkwardly as she wrapped her arms tight around her belly. Her orgasm came.

She had been very wet but her coming was diluvial. Her sex splashed, darkening Peter's very macho rocketship underpants. Her insides clenched milking and encouraging Peter to join in with her.

"Liz," Peter grunted. Grabbing her about the shoulders and pulling her against his chest once more. He gave two hard twitching thrusts. That inch of power that he need to breakthrough the barrier between frustration and pleasure seemed daunting. It surprised him, giving way like paper as he pulled Liz tight and spent himself inside her. Exhausted, together, they slowly lost their tension and oozed into a sleepy cuddle.

"Thank you, Petey," Liz was more jubilant, more excited afterwards. Peter was reeling, sitting back against the aged teacher's desk. Liz had tissues in her bag and she was cleaning up mess she had left around Peter's cock. "You're always so wonderful." She kissed his lips and smiled at his goofy out of sorts smile. "Can we go over the parts of the cell again? It seems so impossible when Mr. Warren explains it but you know the perfect way to explain mitochondria and nucleuses."

"Nuclei," Peter responded. Liz smiled brilliantly back to Peter. The pair shared a conspiratorial laugh. They got up, got to work, slowly getting dressed through the lesson. The afterglow, the fun, the connection they had, kept the pair of them in high spirits until the final bell rung. As soon as they were out the door they would be cheerleader and victim once again. Peter knew he had to stop this. Liz knew that after exams she would have no means to force him to come to her anymore. Both left the room, faces clouded with dark thoughts.

The blonde wig was strewn across a red cushioned chair. The fur lined catsuit was discarded before the open bathroom door. The latex mask was on the bathroom tiles. Kraven kept moving from chair to sofa to chair. Gulyadkin lay curled up next to the radiator. The three other men in the room tried to focus on the blueprints they had spread over the coffee table.

"The problem is the processors that we've been using for the Mysterio bots leave a quite a lot to be desired." The Tinker explained. Beck took mild unspoken offence to that. "We've got several choices, but the best move collect some of the experimental stuff Smythe is building at Tri-corp."

"Tri-corp incursions are foolish at best," Vulture complained. "Their security is top notch, especially after the loss of the Shocker suit."

"True, but there is an idea." Beck's eyes were on the steam swirling around the bathroom door. The Tinker looked, hoping for another momentary vision of Calypso.

"What are you talking about?" Kraven followed their eyes.

"The Black Cat is an expert on this kind of work," Tinker confirmed Mysterio's theory. "We hire her to get the components we need."

"Why not use Chameleon?" Vulture asked. "This sort of work would be better with someone we could trust."

"One, we don't technically trust the Chameleon," Beck replied.

"Two, we certainly don't know when he'll contact us again," Mason listed.

"I like the idea of using this Black Cat," The soft timbre of Calypso's voice turned heads as well as her body could. She was naked, unashamed, and toweling out her hair. "We have other uses for her as well. Don't we love?"

"I don't think he will fall for the same bait again," Kraven pouted, "The prey is clever."

"I won't be wearing the catsuit this time." Calypso explained while Beck made a disappointed mew. "Sometimes the mousetrap works best with real cheese."

"A mousetrap works best with peanut butter." Commented Mason, eyes level with Calypso's chest. The woman finally wrapped the towel around herself, blocking out the view of her form. Beck was slowest to turn back to the coffee table.

"This will work, love."

"Da," Nodded Kraven. "I believe it will."

"I believe I've hit another wall," Dr Miles Warren spoke into his recorder, "A test subject or the actual donor will prove necessary for further breakthroughs. Miss Whitman, will you please make sure our inventory is fully stocked?"

Debra looked up from her microscope. Without a word, she went to fetch the clipboard and would then move throughout the lab calculating everything. Doctor Miles Warren walked into the former office of Doctor Curtis Connors. He had his own office, this one was slowly being turned into a conference room. This is where Warren met with and telephoned important contacts. He was a man good with numbers, a certain few were strictly kept to memory. The one he dialed on the untraceable phone was first.

"Oi?" A Brooklyn accent answered.

"Blackie, it's Miles." He spoke.

"Ah, What's up Doc?" Blackie laughed at his own allusion.

"I was curious, some might say impatient, to see how we were on finding us another patron." "Warren's politeness veiled a strong current of displeasure.

"Well," The bookie showed no sign of being intimidated. This was one of the reasons Warren had deemed working with him to be profitable and sensible. "The troubles are no one is on top and there's too few folks on bottom."

"Indeed," Warren drummed his fingers on the mahogany desktop. "Ms. Manfredi is not an option?"

"She may be, but she's been laying low. Sides, she doesn't command as much respect as she needs without her Pa's reputation to work with." "Gaxton lamented, "If word comes up. I'll get in touch. How's on your end?"

"There's a young woman who might prove an obstacle." Warren sighed, "Dealing with her is not quite an option yet."

"Fear of publicity?"

"Amongst other things."

"The Big Man operated with such a credence," Blackie explained, "Look where it got him."

"I'm too much of a coward to take the highest seat, Mr Gaxton," Warren explained with no self doubt or loathing. "Besides, I wouldn't have the freedom I need if I had to play administrator as well as the scientist."

"Fair enough," Blackie agreed, "Goodbye, Miles."

"Farewell."

"Child's play," Black Cat used a small cutting torch to skin two wires of their rubber protection. She then used a small battery operated screwdriver to remove the face of the keypad panel. Underneath was a single circuit board, a half dozen wires and a square grey chip labeled with Asian characters. Cat stuck a strange attachment into her Osberry and attached two alligator clipped cables to where she had bared the copper wire. The Osberry showed a short holographic cartoon of a cat playing with a ball of yarn. There was a pneumatic hiss and the door to vault 15 opened.

The vault was big enough for four men to stand around the display case in the center. A half dozen glass shelves held eighty small computer chips in tiny plastic boxes. Black Cat switched tapped her goggles. The childish laser grid made her smile. With her augmented strength, flexibility and coordination she quickly danced her way through the lab. She focused her theft on the top rearmost shelf. There were six chips. She made certain to clip the keypad panel back on after she had closed the vault door. Laughing to herself, she even left a small warning sticker that read: Caution Exposed Wires. There was no hindrance as she left Tri-corp.

"That was quick Cat," An elegant looking black woman in a tawny dress was waiting for Black Cat at the rendezvous.

"I was paid for quick," Cat smiled. They had met on a rooftop in midtown. Personally, Cat preferred to conduct business in an upscale restaurant or theater. However, some of her clients preferred the clandestine and murky. Felicia had previously avoided these types of clients, unless they were properly referred, but over the last month she had grown quite confident in her new found strength and power. "Now, I will be paid for delivery."

"It's such a beautiful night," The black woman turned and looked over the skyline of New York. It was indeed beautiful. "Besides, thanks to you," The client stepped close to the Felicia, she spoke warmly but a bit too close for comfort. "I have some free time to spend."

"I'm flattered," Black Cat gave her warm smile, "But all that you have that I want is in your wallet."

"Pity," The woman laughed, "Because I was interested in another of your services."

"I don't know where you heard such a rumor," Black Cat growled, "But it is untrue."

"Oh?" Neither woman had given an inch. "You don't hunt spiders?"

The question put a stiffness in Felicia's spine. True, she had her issues with Spider-man. She had fewer issues with her father, and he had taught her to be a thief and refused her help to escape prison. Black Cat had fantasies, revenge and other, that featured Spider-man. For the right money, no, for the right client, she believed she would take the Spider-man down. This woman was not the client.

"No," Black Cat shook her head, "I steal. I don't hunt."

"Oh," The heavy voice carried a Russian accent, "And I thought we had so much in common."

Cat spun. She was never caught off guard like this. Never. She had checked the meeting grounds three times before she joined the black woman on the roof. There was no sign of anyone. No sign of Kraven. The famous Hunter was less than three paces from her now. Confidently standing there as if he had always been there.

"I believe I am owed for these?" Cat kept her cool by hiding behind the small attache case which held the six computer chips.

"I believe you are," Kraven agreed, "I'm sure The Vulture will pay quite handsomely when you deliver them."

"Then there is nothing for me here," Black Cat turned to leave. The black woman was directly in her path. The false client laid hands on Felicia and found herself quickly hip tossed onto the rooftop. The hunter pounced.

Cat's augmentation granted her agility like she had never imagined. Beforehand she could have competed for a spot on the American Olympics gymnastic team. Now, she was something else entirely. She ducked and weaved and twisted and dove. She wanted to run, fire her grapnel gun and disappear. There was no victory in her defeating Kraven. There was no money in her staying here. She couldn't run. She was fast, blindingly so. Kraven was faster. She could hit him, she could probably knock out a clydesdale with a proper punch. She wasn't trained to fight. She gave a few lashing kicks, several clawed swipes, however, she was only making room for herself. Kraven was a fighter. A killer by trade. He knew how to expect her attacks. He rolled with her superpowered blows, always closing the gaps she made between them. She screamed, hoping he was the kind of man who would respond to a woman in peril. He was, but he didn't see a woman, he saw prey. Black Cat did a quick slide under a right haymaking punch. She cartwheeled, diving away from a shoulder tackle. She almost made it. The clip to her left upper arm sent her into a spin. She stumbled backward. She was caught around the waist by the woman.

"Are you alright Calypso?" Kraven asked, giving Black Cat a moment after his lover had been thrown down again. Black Cat sprinted reaching for her grapnel pistol.

"I am quite unharmed, Love." Calypso's voice came through a sickeningly sweet smile. Kraven chased his prey. Felicia leapt, hoping to clear the lip of the building, she had seen Spider-man shoot a line from the air dozens of times. She could do it she could get away. She kicked off with all her might. All of her natural might. She missed the edge by a foot and a half. Smaller, less powerful, she screamed again. This time her voice truly portrayed the victim. Calypso laughed as Kraven slammed down Felicia into the roof. In Calypso's left hand was a small garage door opener looking switch. Her thumb rested over a red button.

"Well Cat," Calypso walked over to the pinned thief. She kicked the attache case, still clasped in Felicia's hand, away. "I believe we have a deal to barter."

"Bitch," Cat growled.

"Americans," Calypso smiled, "So many wonderful insults to toy with and sling and yet they always fall back on the crass."

"What do you want?" Felicia appreciated that she couldn't get up, but if she wasn't struggling it was clear that Kraven was doing nothing to hurt her.

"A simple trade, Kitten," Calypso licked her lips, "I help you get your powers back under control and you lead us to the spider."

"Ha!" Laughed Cat with no enthusiasm. "Is that all?"

"Quite so," Kraven agreed, "Sometimes the prey must be lured out with what tempts it most."

"Fine," Cat couldn't hold back all of the blush she felt at the idea she was what Spider-man desired most, but she kept all of that from her voice and her hard eyes. "But I have one demand."

"You make demands and I will permanently rob you of your strength." Calypso warned.

"Say your piece woman," Kraven interceded on Cat's behalf.

"I want Kraven to hold the controller." Black Cat stated, "I'll find Spider-man only when I know he has it." she gestured with her head towards the man sitting on her back.

"I refuse," Calypso said she seemed prepared to offer another threat but Kraven interrupted her.

"It shall be done." Kraven agreed. Calypso acquiesced to her lover's bargain without gesture nor complaint. Cat soon was on her feet. The controller rested in the bottom of Kraven's quiver. She felt so weak, so robbed without the power. She cooled herself; she had a spider to find.

"This I missed," Peter admitted. Harry and he were in a little pizza place. Harry had insisted on paying, they were both on their third slice and second soda. "We haven't really hung out since you got back from-"

"I was an addict Pete," Harry filled in the empty silence, "I needed the help."

"Yeah," Peter was confronted with the last moments of Norman Osborn. The pizza didn't quite taste as good after that. "How are things with you and Gwen."

Harry took his time chewing the bite he had in his mouth before he answered. "It's going great. Gwen's a great girl. I'm lucky to have her. I love her."

"You love her?" Peter bit out. Everyday he missed Gwen. Everyday he saw that sad smile at school or the lab. Everyday he saw Harry and worried about him relapsing into the Globulin Green. Everyday his heart broke. Luckily, he had Liz, Cat and MJ to keep his brain in matching shape.

"Of course I do," Harry tossed his crust back into the box and grabbed a fourth slice, "She's perfect."

"You told her yet?" Peter worried. He hoped he sounded worried for him and not for himself.

"No, not yet," Harry admitted, "Kind of want it to be special, you know."

"I really do," Peter sighed. There was still one more piece in the box, and three uneaten crusts. He decided to pass on it.

"So you and MJ, huh?" Harry perked up. "Can't do much better than her."

"No, you can't," Peter admitted. He couldn't do better than MJ, not while Harry had Gwen.

"She's a pretty heavy partier. I hope you can keep up."

"I doubt it," Peter showed his first genuine smile of the night.

"Me too," Harry taunted.

Peter had to laugh. It was infectious. Harry laughing along with him. He realized he had needed this. Liz and Gwen were so close and so out of reach. Black Cat had disappeared and that last encounter with her and Kraven was so wrong. There was MJ and she was great, but when he needed a friend she was too beautiful and amazing and he started wanting her for more than a friend. And when he wanted her for more than a friend he was shot down and found himself with an amazing friend. Peter needed something uncomplicated. Peter Parker needed Harry Osborn. It was hard with Gwen, but Harry was still Har.

"Do you want to hit a movie or something this weekend?" Peter asked."

"Yeah, sure. There's that new Iron Ma-"

Harry was interrupted by speeding patrol cars, blaring sirens and flashing blue and red lights. Peter immediately moved to stand and leave.

"Where're you going Pete?"

"Uh," Peter slid the camera out of his right pocket.

"I thought you ditched the Bugle gig," Harry accused.

"I, uh, I..." Peter showed remarkable eloquence.

"Whatever Pete," Harry got up and pushed passed him. "You obviously need to go hang out with your buddy, Spider-man."

"Har," Peter really did feel he had to go. Doing nothing was not an option. Do nothing and there'll be another Uncle Ben. "I can-"

"No, go," Harry's voice took on something dark and angry, "Get out of my sight."

Another stellar day in the life of Peter Parker. The Webhead was swinging after the patrol cars railing at himself. Another stellar week in the life of Peter Parker. First you let Black Cat lead you into a trap. Then you let Liz haul you around by the heartstrings and dump your body in the East river. Now it's like you're spitting straight in Harry's face. Whoever's at the end of this chase is going to wish they had picked a better day to be a lowlife scumbag criminal. Spider-man zipped around a corner, intent on cutting to the front of the pack.

"Going the wrong way, Swinger," Black Cat shouted at Spider-man as the webslinger zipped passed. "Whatever the cops think they're running after isn't me."

Black Cat almost yelped with the webbing slipped right next to her face and Spider-man was coming at her. She almost flinched. She would have hated herself worse than anything if she had. Her powers were gone, but this was her Spider.

"Nice to see you again, Cat," Spider-man grumbled through his mask. "Who do you have with you this time? Vulch and Mysterio going to make our date a foursome?"

"What are you-" Felicia shook her head. "Look, I just wanted your attention."

"Well you got it," Spider-man thwipped her hands to stone behind her. "Just this time without the scratching."

"Oh," Felicia's lips cocked in a smirk. "Kitten plays a little too rough for the Spider?"

"It's not the kitten I'm worried about," Peter's eyes narrowed beneath the mask. "It's the tomcat."

The backflip was masterful. Felicia nearly shrieked as the plate glass window to her left cracked into a web of fissures. She started clawing at the webs on her fingers. The knife didn't break into the room but another hit and that window was good as gone.

Spider-man landed against the lower window in a four point crouch. He was angled toward the street by looking across. Kraven, he was tearing up the rooftop before he leapt. Spider webs caught his feet in mid-jump. The impact sent cycloning into the compromised plate glass.

"Cat!" Spider-man yelled as he flipped up to the ledge where he had left her. Luckily, the window had busted in and The Black Cat wasn't shredded by shards of plate glass. She was not around anymore.

"Well at least I'm not poisoned." Spider-man turned to where Kraven was quickly recovering. "Yet I'm still out of my mind. Here kitty kitty kitty."

The raking tackle was immediate but Spider-man managed to leapfrog the attack. A solid two legged kick sent Kraven careening into a square of cubicles. The workstations toppled in a paper strewn mess. The woman's shriek seemingly came from nowhere. Even startled, Spidey was not slow to act.

The black woman in the slate gray business skirt was like a deer in headlights. Spider-man performed a long jump, clearing the scattered mess that was exploding as Kraven rose roaring. The woman screamed again.

"They're not paying you enough for overtime." Spider-man told her as he swept her up around the waist. He had tossed out a line. It was too be a short swing to the stairwell and away from Kraven. His Spidey sense began to tingle.

"Let her go! She's with Kraven!" Black Cat came through in another window moving quite quickly to intercept Spider-man's path.

The Black Cat lies. The spider sense doesn't lie. it was a split second decision. The black woman cursed as Spider-man let her go.

"Calypso!" Kraven roared. A well placed line sent Spider-man to the roof as the hunter scoured the ground under Kraven. Black Cat scored a heavy punch into Calypso. She punctuated her attack with a barb that was less clever than Spider-man's usual.

"You traitorous wh-" Calypso's retort ended with a black boot cracking into the side of her jaw. Calypso corkscrewed down in a heap.

Kraven pounced. The webs went up across his path but he slashed as he charged closing on Black Cat. She was running. The line left her grapnel pistol with a gunshot charge. Her escape was straight out that window. All she had to do was clear it and she was free. Not free. He still had her controller. Cat let go of her gun, it zipped out the window recoiling towards the building across the street. She twisted, curling on all fours. Her face was turning as white as her hair. Kraven was coming.

"Cat!" Spider-man shouted. He was coming after Kraven the trail he was leaving was littered with severed threads of webbing. Spider-man wasn't going to make it in time.

The Lion aimed for the Cat with a brutal cross swipe. He didn't predict the attack she made. She tried to dive over him scoring her claws down his right flank. He was lightning quick twisting and clasping her about the thigh.

"This is your end, thief." Kraven declared.

"No, she still has lots of time." Spider-man splashed a wrist full of web into Kraven's face. The hunter snarled and only let go of Cat's leg because Spider-man slammed a fist into Kraven''s wrist. The lion roared as the Spider put every ounce of force into his dropped shoulder.

The window was open and Spider-man's hit made Kraven airborne. Cat had dropped flat onto the floor, dodging the supervillain projectile. Spider-man strode forward, still angry. All day had primed him. Cat and Kraven left him stripped down to the raw nerves.

The lion was scrambling, arms flailing as he fell. The shlurk of a webless wrist shooter dropped the anger for terror. It was Cat who shrieked: "No!"

Spider-man scrambled for his belt. He had loaded cartridges in the midst of many terrifying time constraints. The cartridge clicked in in time with the metallic crack. The car alarm started a shiver in Peter Parker. He would have collapsed to his knees. He might have started crying. He might have found someone to punch the fear out on. Black Cat's arms encircled his waist. Her cheek rested on the side of his head. She whispered in his ear. Spider-man stood tall.

"Where's the other one? The woman?" He and Cat turned to see the wrecked but deserted offices. They only waited a moment. They left the scene with the sounds of the car alarm, an ambulance siren, police cars and the hint of drums.

Cat looked out over the city. Night had fallen. It was closer to morning. Vulture had paid her properly. Kraven was neutralized, it was even odds whether he would come out of the coma before he was out of traction. Calypso had escaped but she had been the hand behind the knife. The weapon was gone.

Black Cat was smiling. She had felt that powerlessness inside her Spider. She had felt that pall fall across his shoulders. She knew that he had felt pain and it titillated her. She had wanted to comfort him, to hold him, in the moment. He was the man who kept her father from her. She found it hard after the fact to forget that. She slipped her hand to the claps that previously held her grapnel pistol.

"Meow," she purred as her muscles expanded and hardened. She left the roof at a run, into her city, into her night.

"You doing OK, tiger?" MJ stopped Peter in the hallway the next morning.

"I've been better," he sighed. His eyes followed Liz as she marched into Professor Warren's classroom, books held to her chest and nose in the air. She purposefully avoided looking at him or MJ.

Sally was shortly behind teasing Flash. "Your hero's gone bad."

"Please," Flash shook it off, "You can't trust The Bugle. They were the ones who thought Puny Parker, Venom and the Chameleon were Spider-mans. Spider-men. Spiders-man? Whatever. This is all another hoax."

"I wouldn't be so sure," Harry shut down the conversation. Everyone looked rather embarrassed. Peter had to turn away from Harry's glare. Gwen, under her boyfriend's arm sent her heart out to Peter, but looked at her shoes.

"I don't think you know what you're talking about, Osborn."

"Hobie! You're back!" MJ erupted and everyone swarmed the return. Peter stepped forward but a hand settled on his shoulder.

"May I have a word Mr. Parker?" George Stacy asked, it didn't feel so much like a request.

"Uh... Yes sir."

"Where are dad and Peter going?" Gwen watched the two men she loved walk away.

"Probably to talk about how Pete's missed one in four criminology classes,". Harry dismissed, " come on, babe. Can't miss Professor Warren's riveting lecture."

 **NEXT: History 306 - Dates and Figures**

[1]I apologize for the French. It has been almost a decade since I've taken it and while that reads back

to me correctly, there is probably a better way to say it than just a straight translation from English. If you can do better don't hesitate to prove it.

[2]Kid Flash from Young Justice, but Weisman drops references to his other works in every new project,

I thought it only fitting to have one or two myself.


	6. History 306: Dates and Figures

**History 306 - Dates and Figures**

"You've stopped selling pictures of Spider-man." Captain George Stacy leaned against the lip of his desk. His classroom was empty but for one student. Peter Parker was unsettled with poor posture in the front row seat. He was here with an uncharacteristic excused absence from his biology class. Leaning on his wrists as the teenager looked at Spider-man's ally and the father of the woman he loved. He truly loved Gwen. What he felt for Liz, MJ and Cat were harder to categorize.

"Disagreement with J Jonah," Peter declared tersely.

"Gargan?" So understanding, George was just a solid good man. Peter hated lying to him, so he dodged the core of everything. "That was just the straw that broke the spider's back."

* * *

"Hello Nurse!" Sergeant Stan Carter was covering a shift as a favor for Al O'Neil a less decorated member of the force. Besides, there were worse beats than sitting outside the hospital room of a comatose supervillain. Turns out the view was desirable as well.

"Hello Sergeant!" The nurse, a tall black woman with the hint of an accent called back with a bright smile. She was wheeling a cart with bedpans, a box of latex gloves and assorted brushes, sponges and bottles. She made her way towards a small closet near the next turn in the hallway. She gave one last flashing smile back towards the sergeant. The smile left her face the moment the door separated line of sight with her and the policeman. She had felt the eyes on her backside. Her eyes went wide when she saw the same sergeant, stripped to his underpants and trussed up on the floor of the closet. The stiff hand at her back hurried her into the closet before she could turn on the man with the scalpel she had taped to her wrist.

"Cool down, Calypso," The familiar voice came from the unfamiliar face. "I only came to check on Sergei as well."

"Dmitri." Calypso acknowledged with a flat stare. There was only one man who could steal a face and voice as successfully.

"The doctors are quite capable. Bromwell instills a great deal of trust in his competence." The Chameleon explained to the black woman. "Sergei's augmentations... They encourage his recovery."

The man on the floor grunted and Calypso silenced him with a short kick from the back of her heel. "Is he awake?"

"No, but the coma is instilled not a symptom. Sergei is too strong and risks hurting himself greatly if he moves too much before healing." Calypso leaned into the soft stroke of her cheek. "My brother has faced greater odds."

"He has overcome them all," Calypso agreed, "Except for Spider-man."

"I have noticed. I have my own reasons and my own plans to deal with Spider-man." Chameleon declared. "Sergei just makes things more important."

"I will not sit idly by," Calypso declared.

"Nor would I have you do so." From inside the New York Police Department uniform he pulled out several photographs and a folded printout.

"What are these?" Calypso asked, a dark smile expanding on her lips as she shuffled through each picture. A snort of derision was followed by a triumphant laugh.

"They show a weapon I suspect you would have no difficulty in wielding." Stan Carter's grin was almost demonic when Chameleon made use of it.

"Very well, Dmitri," Calypso pocketed the pictures and note, "I will be going to Florida."

* * *

She[1] felt naked driving the Porsche. Her uniform replaced with, ugh, civvies. She was wearing a discreet black dress under a dark blue coat and her hair was falling loose without her chauffeur's cap. She attached the forged placard on the rearview mirror and entered Oscorp through a side gate. The visitor's pass clipped to her lapel encouraged the security guard to say nothing as he looked her over. She approached his desk.

"I'm looking for Morris Bench.[2]" She explained.

"Sixth floor. Room 616. Take the left out of the elevator." The guard[3] answered after a quick check of his computer.

"Thank you," She smiled and turned before she received one in return. She walked quickly, purposefully. The elevator was rapid and she rode alone. Morris wasn't in his office but in a drafting workshop across the hall. He was looking over blueprints of the oil tanker that had exploded in the harbor a few months ago. He was getting good mileage out of his red Sharpie.

"Mr Bench." She alerted him from the door. He looked up.

"It's Morrie. Can I help you? Miss..." He asked. He enjoyed looking her over as she stepped in and closed the door behind her.

"Miss Jenkins, if you must. My employer would like to request your services." She announced. Her short heeled shoes still clicked as she walked over to him.

"I've got my hands full with this contract to clear out the Hudson." He explained with a soft smile, "I wouldn't be much use to your boss until I clear my plate."

"My employer offers great incentives." Jenkins explained. She sneered when he took that opportunity to look her up and down.

"Such as?" Morrie saw no harm in listening.

"Paying your mortgage for your support. Explaining to the cops how you supplied Doctor Octopus with undocumented Oscorp explosives for your refusal." She watched the color clear from his face. His lips twisted in a grimace and he contemplated punching this smug satisfying fantasy of her broken nose kept him calm. He stood up and squirreled away his offense and anger.

"What do you need of me?"

"Your expertise, your time and your signature." She explained and he followed her as she left.

* * *

"Mary Jane! You were needed 5 minutes ago. Chop chop!" MJ learned one the earliest skills needed as a model was running from the dressing area to the studio and back in the most awkward of shoes. Her rapid click click click raced with enough poise to contain the hair the stylist had required more time on.

"Mr Parker, you're not going to hold me up now?" Desiree Vaughn-Pope demanded when his camera didn't instantly raise up.

"No ma'am," Peter said, his sarcastic smile lighting up the redhead model in front of him.

"Revanna Number 5 is to be sold with aloofness and confidence. So wipe the smile off, Mary Jane," Vaughn-Pope demanded.

"Now that sounds like a quick way to lose money." Roderick Kingsley's voice set all employees in the studio into better posture. He and his protection, Jason, strode in with all the confidence of kings.

"What brings you down to my neck of the woods, Mr Kingsley?" The director managed to coat every falsely polite syllable in venom.

"Just because I have my plate full with Oscorp doesn't mean I can neglect the rest of my business." Roderick Kingsley had a gracious smarminess that sunk under the skin of Peter Parker. MJ's eyebrow rose as she watched the photographer's face.

"Well, this interruption is costing you money." Vaughn-Pope shrugged. "But inspect as you will, all things are working at otherwise peak performance."

"Not quite what the accountants are telling me," Kingsley announced. The words entering the air like a slap to the face. He stepped passed the woman and towards Peter. "Where do I know you from photographer?"

"He was with the Bugle reporter at the Oscorp ceremony." Jason explained from his perch at Kingsley's shoulder. The perfume magnate seemed to prefer getting his information from his security than from Peter himself. Peter attempted to speak again and was just as quickly overstepped.

"I'm surprised you forgot. You found me on his arm." MJ flashed her smile. Roderick took one of her hands.

"I'm surprised I remembered my name after meeting you." The redhead blushed and Peter felt himself grinding his teeth. Quickly, he noticed both Desiree and Jason were looking at him. The woman approved; the man did not. Kingsley turned to the director once again, "Is Lily in the back?"

"She's preparing for her next shoot." Vaughn-Pope confirmed.

"She'll have to reschedule." Kingsley announced.

"I can go fetch her," MJ stepped down from the platform and out of the bright lights.

"Thank you, Mary," Kingsley smiled broadly and MJ found herself brushing her hair back over her ear. Her green eyes went wide in question when they met Peter's barely concealed scowl. She was getting quite good at hurrying in stilettos.

The backroom was only separated from the studio by a heavy curtain. More than likely, Lily who was sitting at the row of vanity tables, had heard the conversation outside. She was still taking the time to double check her makeup. MJ came up over Lily's right shoulder. Their eyes met in the mirror.

"Mr Kingsley's come to pick you up?" MJ was not much of a gossip. Talk about what happened last night or who and who got together always bored her. She was more of a what's next kind of girl. Impending gossip stoked her interest.

"Yes we're going to dinner with my dad." Lily explained. She decided that she needed new earrings. She took some dangly silver and diamond ones to replace her gold loops.

"Sounds serious," MJ decided but she watched Lily shake her head with a laugh. MJ's eyes went wide. "You're going out with him for your career?"

"No, that's just a quick way to destroy any credible reputation you could hope to have. Word of that gets out and that kind of press will follow you to the end of your short career." Lily turned in her chair and took MJ by her hands. "Look if the opportunity for you to join someone like Roderick Kingsley in bed, do it because his looks, his personality or his power excites you. Sex should be more than falling onto a sword to further the campaign."

"Uh," MJ didn't know how to respond to that. Her gears turned but they felt like they were caked in rust and grinding to a halt. "Is that why you and Mr Kingsley…"

"Not at all," Lily flashed her money making smile. "He wants to support my dad's campaign for mayor."

'Oh! Your dad's Bill Hollister!" MJ put the facts together. "I thought, with the Oscorp party and-"

"We're not dating, but it is often lucrative to have a supermodel on your arm." Lily interrupted. "Besides, I like those kinds of parties. That's where I met you."

"Yeah, I guess," MJ pondered, "I'm sorry I jumped to conclusions."

"Don't worry about it," Lily stood up and gave MJ a Hollywood hug and a kiss on the cheek. "I've got to help my dad win. The city needs a great man like him."

"Really? He's no Carlos Danger." MJ sniffed in sarcastic derision. Lily Hollister couldn't look MJ in the face again as she laughed her way to meet Roderick Kingsley.

* * *

"You sure that's the best move?" George asked. His voice was touched with fatherly concern and police interrogation.

"He put me and my friends in danger! He had his hand in creating the Scorpion! How can I trust him?" Peter slumped down. There was something in Stacy blue eyes that cut right through him. It made the teenaged superhero think of Uncle Ben and even of Norman Osborn. The sting settled deeper.

"He's predictable. He hates Spider-man." The captain explained. "He also has respect for the law and for the safety and well being of his employees. Gargan wasn't dangerous when he was following you."

"I can't believe you'd defend him!" Pain fuels outrage and Peter was looking vicious.

"I have to defend all of the people in this city." George narrowed his eyes, "Anyone who takes on the mantle of protector knows: You can't pick and choose."

* * *

Peter Parker needed to blow off steam. Three jobs, a stifling curfew, school, money troubles, a best friend who hated him, a love who couldn't be with him, other women who kept his head spun like a top, and a responsibility to protect the city he called home. Luckily, the last weight on his shoulders came with some pretty impressive benefits. The Atlantic wind and New York lights whipped by the young hero as he swept unhindered above the Thursday evening traffic. Three motorcycles ducked and weaved dangerously through traffic. They were chasing an old fashioned blue car that seemed to have the most capable stunt driver ever trained. Lagging behind Spider-man, were several panel vans stuck behind the mess left in the wake of the chase.

Spider-man didn't recognize the car, but he did notice the machine pistols strapped to the back of the motorcyclists.

The lights seemed to stretch in the speed. Cutting lights created red and gold squares as the cars ducked into and around traffic. The shrill bark of horns and the high pitched screech of rubber and asphalt billowed up from the helmeted soldiers slowed little. Their control over their bikes was masterful. They still watched in frustrated awe as the old clunker of a car they chased pitched and weaved through the traffic. A garbage truck twisted hard to avoid a head on collision. The motorcycles just split and rushed around as the sound of glass doors shattering disappeared behind them. They didn't look back; they were going too fast and they didn't dare discover the etymology behind "breakneck speed".

"Spider-man!" The driver of the garbage truck gasped as he found himself on a web hammock stretched between two street lights. He watched New York's hero fly off thinking, "Great just when my wife stopped believing the 'Spider-man made me late for dinner excuse.'" At least tonight he didn't smell like his sister-in-law's perfume.

The chase was still weaving through the streets of New York. The flash of police lights and the call of sirens were still too far off to matter. The air was beat with the sound of helicopter blades. The first police chopper didn't pitch when the web connected to its belly. The hero hanging from it shouted for joy as his arc slingshotted Spider-man into the fray.

The middle motorcycle was beginning to trail. He was using his wider angle to spit warnings and orders to the others while he looked for his own opening to catch up. He smirked behind the black plastic of his motorcycle helmet as he swerved onto the sidewalk. A woman screamed as she dived out of the way. He slammed into a pyramid sign advertising $5 hamburger platter with purchase of drink. The wooden planks snapped together, twisting as he had hit them from the left edge. The smack of wood and steel suggested they had collided with the trunk of a parked sedan. He gunned the throttle. His math was good. The mess of the street was only getting worse and he intended to jump an overturned hot dog cart and land in a relatively free lane that would speed him up along the left side of the careening car. His motorcycle made the landing beautifully before it fell empty to the left and spun out and against a parking meter.

"Spider-man's here!" he screamed into his radio. He dangled in the web that had seemed to arise instantly before him. He watched Spider-man, his colleagues and the huge payday flashed around the next right turn. He thought it couldn't get any worse as the woman he almost knocked down started screaming bloody murder and beating his legs with her purse. What did she keep in that thing? Bricks?

The classic car rolled up on two wheels as it swung into and through the arm of a car park. The splinters of plastic were blasted all over the front of a small Toyota that was squealing as it accelerated backwards and out of the way of the driver.

"Second level," Hammerhead crossed his fingers in his lap as his driver complied. His knuckles cracked. These upstarts were about to learn why Hammerhead had risen to second both to Silvermane and to Tombstone. His shoulders rolled and his neck echoed his knuckles. Jenkins avoided the smile he wore when she looked to her rearview mirror.

"I'm starting to hate parking garages," Spider-man announced. He swung into the six story carpark on the fifth level. "Well at least this time I won't have to team up with Rhino." He slipped seamlessly to the shadows, giving up little speed as he descended to meet the motorcyclists and the car. He pulled up his sleeve and the hem of his shirt. The cartridge quickly clicked into place.

The exits were blocked. Unless Hammerhead decided to take his car straight off the edge of the higher floors, he was caged. The motorcycles were stashed on the lower floor. Each soldier slung his submachine gun to his hand. They each had two extra clips under their jackets. A big knife and a pistol completely their arsenal. It was going to be a few minutes before their reinforcements arrived. They had three options, complete the mission just the two of them, hold out for reinforcements, or pin down Hammerhead. They cocked their guns and hustled up to their target.

Jenkins had the car idling in front of the elevators. She triple checked her sidearm. She never once looked over her shoulder to check on Hammerhead. She knew he was good. He wouldn't be dead until he told her he was.

"Courtesies of the big man!" The bullets started slamming into the car. The lucite glass started spider webbing from the impact. The armored panels started to dent. Jenkins rolled her window down nine and a quarter millimeters.

"Tomby's still giving gifts?" The first soldier, who was giving cover fire was spun around as the web connected with his wrists. The single bullet from the car clipped the soldier's shoulder. "I thought he was kicked out of our Secret Santa."

Spider-man accented this with a kick to sending the stooge onto his back. The hero proceeded to strike quick tableaux out of the path of three small calibre bullets. "Hey hold off until I can get to you! There's still another goon to take down first!"

There was a steel and bone crack. From the left side of the car collapsed the body of the other foot soldier. Hammerhead stepped out and cracked his knuckles.

"No need Webhead," Hammerhead smirked, "I saved this dance for you."

"Hammy!" Spider-man flung his arms opened, "I was so worried! You should have left a note."

Partly to jump out of the way of another bullet, Spider-man dived at Hammerhead. The mobster had his reinforced skull down and was charging. Spider-man had thrown himself into a spear tackle. They collided shoulder to shoulder. Hammerhead's heavier body carried nearly as much momentum as Spidey's faster one. The pair collapsed into a heap. He only managed to hop back, and then cartwheel left, by the smallest of margins. Hammerhead's knuckles left a divot in the asphalt. Jenkins' bullet whistled A-flat passed the spider's ear.

"Boss!" Jenkins one word carried several warnings and two alerts. A black panel van wobbled onto the scene. A pineapple grenade clattered next to Hammerhead. He'd have been caught in the blast if Spidey didn't snatch the weapon in his web and throw it far away from the battle. The air rippled in concussion. Spider-man managed to turn himself out of line of shrapnel. Hammerhead's fist collided with the small of his back. The hero collapsed onto the ground with a grumble.

"We got the exits covered!" The side and back of the van opened releasing five soldiers. The elevator doors crinkled as explosions blasted behind them. "Whoever kills the traitor gets an additional two shares."

"Any bonus for Spidey?"

"Same as always." Five shooters grinned as they replaced magazines. Bloodlust and greed fought for supremacy.

Hammerhead slammed the door behind him. He picked up a radio detonator from the seat on his left. "We set?"

Jenkins answered by putting the car into gear. Her foot slammed down on the accelerator. She clipped the first mook as Spider-man gathered himself up onto his feet. Hammerhead was rushing for the concrete lip that prevents cars from driving off the edge.

"Hey boys, you can get your own date." The sharpness of Spider-man's quip died as the tingles hit him harder than the grenade had. "No! Get out!" He shouted. His own web pulling him out and away from the parking garage. He watched aghast as the old car broke through the barrier flying over a small promenade, aiming for the street. The whole second floor blasted outward. Rippling detonations moving outward, collapsing the dust and debris inward.

"No…" Peter only managed to snatch his camera a heartbeat before that area started to collapse. Angry and in disbelief he raced around the perimeter of ruin. He wanted Hammerhead. How hard could it be to find an old model car riddled with bullet wounds in this city?

Minutes before his curfew, he collapsed into his bed. Frustration stepped aside for exhaustion. He hadn't even bothered to take off his spider-shirt.

* * *

Felicia Hardy owned more clothes than just white furred catsuits. In truth, she had spent a significant portion of her profits expanding her wardrobe. However, she only liked to wear jewelry that she had stolen. The gold kittens in her earlobes and the Stuyvesant tiger resting above her cleavage were her favorites. She wore her dress like she was born to it. The slide and shift of the skirt flashed her long perfect legs. She moved without hurry. The steward hurried ahead of her to make certain she didn't have to reach for a door. She was stylish enough to project an air of invisibility upon the help. This was a meeting a long time coming.

"Miss Hardy, you're as lovely as they say," The man she was meeting was the youngest of the three minds that had built Tri-Corp. He was also the most eccentric. His interests expanded beyond the scientific. This meeting room was a testament to his hobbies. Old manuscripts were protected under glass display cases. Ancient relics stood on pedestals. The thief took in the veritable gold mine of ancient art and suppressed her urges. Few men would pay quite as much as he had for the baubles. That was why Felicia carried the steel briefcase in her left hand.

He was kept out of Tri-Corp's public face. His proclivities and deviances from science would reflect poorly on the leading research and development company. These were only the first reasons. The rest was understandable the moment you saw Michael. His skin was gaunt and pale. His hair was unmanaged and limp. A wheelchair was readily available in the corner of his room. He hid a red splotched handkerchief in his coat pocket. Yet, he still managed to wear the nine thousand dollar suit as well as she wore her gown.

"I doubt that. Words cannot begin to express my loveliness," Felicia walked over to him and allowed a soft kiss on her cheek. "Now Mr.-"

"Please Miss Hardy," He took her hand and led her way to the long table where a decanter of brandy waited. He held her seat and pushed it in for her. She smiled at his gentlemanly way, "Call me Michael.[4]"

"Very well Michael," Felicia never offered her first name. She lifted the briefcase and set it on the table. "Shall we start with business?"

"You have been a bad kitten," Michael took his own seat. A tremor preventing him from maintaining his confident posture, "Tri-Corp has lost considerably to your incursions."

"If I had any belief you would contact me as you had for a trial or a vendetta, I would've taken other actions," Felicia pressed, "We can flirt if you must but let's leave the unprovable accusations for another time."

"I look forward to it," Michael smiled. His hands offered the brandy. Felicia begged off with a smile but he poured one for himself.

"I notice the Urn of Morbius in your display. Does this dagger finally complete your collection?" Felicia allowed Michael is first drink before resuming her question.

"I've come to admire you Miss Hardy," Michael evaded. "You're resilience, successes and beauty."

"A man of taste," Felicia smiled allowing him to dodge her question.

"I am dying." Michael explained. "I spent all my life as a student of science, biology, medicine. I have come to believe science has failed me. Failed me in part, without it I'd have been long dead, my blood poisoning me from the inside. So, I must surrender or strive for other means. Legends and myths proven tangible thanks to you and those who share your talents."

Felicia's eyes roamed the room. She had acquired the books under the display case against the north wall. Michael stood up as she catalogued each item. Many had disappeared from museums or private collections. Michael made his way over to a large vase. "As you've noticed, this is my most recent addition."

"And?" Felicia pressed.

"The stories are quite clear. With your latest gift," Felicia bristled at the implications of his word choice but held her tongue. Michael gripped the display case as another tremor mocked his projected confidence. "I have received a lease on life I had tried not to bank on. This all thanks to your singular skills."

"I welcome the compliment, Michael," She answered. "But I am more open to tangible benefits."

"Three million dollars." Michael expressed without hesitation. "Has been allocated over the Cayman Island and Swiss bank account numbers you have provided me." He began making his measured way back to his seat and to his drink.

"I don't usually expect a tip." Felicia replied guardedly.

"Sometimes it is as important to move money as it is to make money," Michael's voice was growing hoarse. His hand shook when he reached for the decanter. His eyes twisted in consternation. Felicia responded immediately, she poured an ounce into two different glasses. Felicia understood money. It had several purposes, the first and foremost was to keep score. She was doing quite well in that regard. As she toasted with Michael, watching the gratitude in his eyes for not treating him like an infirm but treating as drinking partner. She considered some of money's other uses. She didn't want a chain holding her. She would have her man scramble the direction Michael's money flowed until following it would be impossible.

"So what is next?" Felicia asked. She liked working for Michael. She had looked forward to this face to face. Now, she considered the benefits of keeping the man behind his mystery.

"Next I need someone with a different set of skills, I'm afraid." Michael put down his empty glass a heartbeat after Felicia's.

"A wizard?" Felicia taunted through a smile.

"Nearly," Michael gave a charming smile. "Now will you join me for dinner?"

"I'm afraid not," Felicia stood. Michael followed. They shared another hug and a light peck. "But you know that sometimes the Cat needs to be let out to play."

* * *

Gwen sighed. She sat on the edge of her bed. This was always when it was most difficult. The moments she had to herself stung. Questions and condemnations heaped self-destructively upon her own psyche.

Harry was amazing. He was affectionate, witty, and caring. He could be selfish and inconsiderate, but only at his worst. She had seen less of that since Harry's dad died. It scared her a little. He had been so driven. He had been determined to be the man his dad imagined he could be. Now, it was like he had given up. She was terrified for him. A recovering drug addict needed something, needing a purpose. Gwen became that need for Harry. She had given up her own need for Peter. When she was with Harry, she was letting herself like it.

Gwen Stacy fell back on her bed. She closed her eyes.

"Two slices," Harry ordered.

"Anything to drink?"

"Coke for me, diet for her," Harry collected their food and led Gwen out of the restaurant.

"This is delicious," Gwen announced after bite one.

"What did I tell you?" Harry said smugly. "And now for the funniest movie ever made."

"Airplane?" Gwen prompted.

"What? No. I was talking about The Big Lebowski."

"Well," Gwen smiled, "You're wrong."

"That sounds like challenge, Miss Stacy," Harry raised an eyebrow.

"You know it is Mr Osborn," The parallelism was a poor choice and for a moment Gwen recoiled at the darkness that she saw in Harry's eyes. "We can watch them at my place."

"My place is closer," Harry steeled himself, "Plus I have the better TV."

"OK, I just have to call Dad and tell him where we're ending up." Harry took Gwen's bottle out of her hand while she dialed her dad.

"Hey Dad," Gwen found some cheeriness. "No, not yet. We're going to watch some movies at Harry's. Yeah, his mom will be there. And Houseman. He'll drive me home. Love you, too."

"Sometimes he can be so-" Gwen grumbled as she put her phone back into her purse.

"Nothing wrong with worrying about such an amazing girl," Harry smiled.

"Do you always have to be so nice?" Gwen mumbled through a smile.

"Yes," Harry deadpanned, "Your dad has a gun."

"Fair," Gwen laughed. They walked in amiable silence, mouths full of soda and pizza until they arrived at Harry's.

"May I take your jacket?" Harry offered gentlemanly. Gwen had a private smile as Harry took the windbreaker from her shoulders. He immediately handed it to the passing butler and led her to the family room.

Pepperoni heartburn and sidesplitting laughter eventually bent Gwen Stacy in half. Harry's hand settled on her shoulder and she was watching the second movie laid out across the couch with her head in Harry's lap.

She kept looking up. Determined to see that Harry was laughing at Leslie Nielsen as hard as she was. Soon their kiss was slow. Soon their kiss was sweet. Gwen's kneejerk reaction, her conscious reaction, was to pull away. Soon the signal reached her brain and combated with all the years of affection, all the years of wondering and hormonal curiosity. He was a great kisser. Gwen didn't stop Harry when she was laid out under him. Gwen didn't stop Harry when his hands started running over her clothes.

"I love you, Gwen," Harry spoke into her lips.

"I-" Gwen was slow enough that Harry interrupted a reply with another kiss. He was over her. His knee between her hip and the couch. His other foot straight to the floor. Tingles scaled her spine as his hand slid across the edge her breast. She pushed up on his chest.

"What if your mom walks in?" She turned her blue eyes to the arch that separated the family room from the entrance. Harry kissed the corner of her mouth. He rose up. She shimmied. Her skirt clad legs still knee to knee under Harry's thighs. She sat up, facing him. Her butt pushed against the arm of the sofa. His hand slowly stroked her upper arm. She reached out and laced their fingers.

"Then she will see enough to turn your cheeks pink," Harry smiled sincerely beneath wolfish eyes. For the first time, since he came back from Europe, since he asked her to be his girlfriend, since she had chosen his health over her heart, Gwen kissed Harry. She held him from both sides of his face. Her kiss was soft affection. Harry had never pushed, an easy flow towards a hormonal intended goal. Gwen never felt like she couldn't keep ahead of it. Still, it was an inexorable force. Each moment promising a next. Now, she was anticipating it. Later, she might hate herself for it.

Her left leg hooked down. Her socked toes grazed the carpet. The back of her calf pulled on Harry's. He came forward, deepening her kiss with his eagerness. Her hair fell back as her torso arched up against him. She murmured sweetly.

His hands resumed, faint, at the sides of her breasts. He may have been counting her ribs. He took in all of her from her hips to her shoulders. On the second pass she laid her hand upon his wrist. She led him down and away. Their kiss broke at the hem of her blouse. They looked into each other's eyes. They rested their foreheads together.

"I-" Harry was interrupted this time. She squeezed his wrist and pushed with her mouth. The tip of her tongue butting heads with his own.

The AC was apparent as the first wisps of cool air slithered across her navel. Gwen wouldn't break their kiss. Gwen wouldn't let go of Harry's hand. Her pink top was bunching up under her breasts. He wasn't pushing anymore. She parted.

"We don't have to."

"You want to."

"Of course I do," Harry smiled. Her eyes wandering down Gwen's soft body. She had worn one piece swimsuits on their excursion South. This was the first time he had seen the soft white skin of her belly. He lowered himself. She looked on wide eyed. The blush on her cheeks was peeking out under her top. He kissed her, right against the belly button. Ticklish, nervous, aroused, confused, Gwen giggled. Her hands slapped over her mouth. Her top fell down onto Harry's nose. His eyes were threatening, when she couldn't see his smile. The predatory green eyes sent a counter set of tingles up her spine. She bit her bottom lip as her instinct was to open her knees beneath him.

"I'm not ready for third base," Gwen rushed out. she could not be sure who she was talking to. Harry projected an air of victory. He wasted little time, not forcing further but not giving Gwen an inch of breathing room to retreat from this. Her arms whipped up as Harry pulled the garment high and off of her body.

Panic. Fears of the smallness of her chest, the plainness of her bra. Her mind battled with insecurity. Her shoulders shivered. Her eyes grew watery. Panic.

"My God you're beautiful," Inspired awe was not an outcome Gwen could have predicted. Harry's eyes were swishing over her chest. He leaned and kissed her in the pit of her throat. She arched back, staring up at the ceiling fixture. Heightened awareness from the hypersensitized state. Gwen saw the lights with profound revelation. Her mind demanding that every sense become as overloaded as touch. The smooth leather couch made its imperfections known against her back. Her palms were sweating. Her eyelashes wouldn't stop flickering in front of her eye. Each breath struggled into her lungs and seared out over her lips.

Harry kissed his way down. Gwen jumped when she felt his hands land on the cups of her bra. He grasped her stronger than she thought she had wanted. Her fingers roughly traveled over the waviness of his hair.

"Holy crap," Gwen whimpered. She had felt him nip at the top of her breasts' swell. She slipped her hands to the back of his neck. She had no idea whether she would pull him tighter or push his shoulders off of her body. Her body twitched with nervous uncertainty. Her knee rose up against his butt. "Harry!"

Her voice had carried little more than a whisper. She looked into his eyes. Struggling to see passed the hunger and pride. Where was his fear? All she saw was the excitement. He was so present. The stiff member pushing through his pants and against her skirt, how big was it? It felt enormous and she was only feeling the base as the rest rose towards Harry's abdomen.

She went rigid as the wire of her bra rose up. Harry sank. The pink of her nipples had crinkled into short edifices of lust. The pale circle was hard to distinguish from the slight flesh it topped. Gwen let go of Harry. Her hands once again slapped over her mouth. Every muscle in her jaw was tight to the point of aching. There was a scream at the bottom of her throat and she wasn't letting it out.

Harry lapped his tongue against her nipple. Her feet and knees kicking as she felt her eyes threaten to roll back. She risked gulping in a breath of air. He pulled her nipple with her teeth and she grabbed for him, her hand cupping around his ear as she whimpered.

"It is time to take your girlfriend home," Emily Osborn interrupted. Gwen shouted and scrambled out and over the arm of the sofa.

The movie had ended some time ago. Gwen, flushing red from forehead to navel, rolled her bra back down over her breasts. Harry passed Gwen her top even as she wouldn't meet his eyes. When she was dressed: she finally breathed. Emily was gone.

Gwen opened her eyes, staring at her ceiling. She was dressed up in her PJs. The ceiling was looking particularly intense tonight. She turned her head to the closet. Her old stuffed dog was in there. She was seriously contemplating dragging the four foot beast and snuggling up to it like she did in grade school. She rolled onto her back.

Fingernails ran over her lips as her eyes drifted closed. Her other hand fingered the top button of her pajamas. The man she always took to her bed, in her mind, was Peter. Now behind her eyes she saw Harry's face. She opened her eyes again.

Sleep didn't come easily tonight.

* * *

"That must be a lot of responsibility." Peter calmed down. He looked up at George.

"But its a responsibility I've taken upon myself," George agreed. "What a man does and who a man is is defined by the decisions he stands by."

"Yeah, my uncle used to say something like that," Peter agreed.

"Ben Parker was a good man," George admitted. "I see a lot of him in the man you're becoming Peter."

"Thanks," Peter hadn't realized how much he had needed this. Just a word from a man he respected. Recognition of who Peter Parker was. He shook off his initial antagonism. He looked at George Stacy as a new man.

"But you still have a lot of growing up left to do," George admitted, "No matter how fast you're pushing yourself to do it all right now."

* * *

L'Hissy Fitte was an upscale restaurant complete with elitist waiters, smug valets and a reservation list that held bookings for the next seven months. Sable Manfredi walked in as if she owned the place, and in a manner of speaking, she did. She was a head turner. Her platinum blonde hair fell around her strong feminine features. She had a soft violet shade across her lips. Her eyes drew heated looks and returned imagined promises. Deference, a commodity in short supply, was hurried towards her. She first approached the bar. There were several couples talking animatedly, though in hushed tones, paired all along the mahogany counter. The waitress behind the bar offered nothing more than a smile before mixing Sable her martini. Sable took the seat next to a lovely blonde in a long blue gown.

"Not your usual environment," Sable commented. She sipped her drink and only acknowledged the woman next to her in the mirror behind the bottles.

"I just drive the car," The woman mentioned, her own cocktail glass held the light pink of her lipstick but looked untouched. "Where I end up, I make fit."

"You certainly do," Sable smiled to the bartender. She knew her meal would be awaiting her in the booth when she decided to sit. "Tell Hammy to come after close."

"I will, Ms Manfredi," Jenkins took an imperceptible sip of her drink and turned to leave. L'Hissy Fitte had the most incredible duck l'orange. It was almost as tasty as making Hammerhead wait for hours.

"Beautiful Sable," Hammerhead entered just after three in the morning. The only employee left was the bartender and the last guest had left fifteen minutes before. Sable pushed the chair across from her out with the tip of her shoe. A martini sat in front of her, her second of the night and still half full.

"To what do I owe the honor, Hamster?" Sable asked. She appeared relaxed and at ease. She still loved the man who took the seat like he owned the room. Men had come and gone since her affair with the mobster but they quickly slipped from memory while Hammerhead remained her primary source of fantasy, sexual and often violent.

"A good man needs a good friend in times like these," Hammerhead announced. The bartender appeared with a seven hundred dollar glass of scotch whiskey before disappearing.

"That explains why you're so short on them," Sable commented. She still remembered Valentine's Day with heated anger. He had drugged her. She crossed her legs, assuring herself the small calibre pistol was strapped inside her thigh. An interesting surprise for Hammerhead no matter how this meeting turned out.

"No need to be vicious, Sable," Hammerhead moved to stand, "If you don't wish to help, I should leave immediately."

"Sit your hardheaded butt back into that chair," Sable demanded. There were a few rare times where she used her authoritative voice on Hammerhead. This was one of the rarest, Hammerhead listened. "What do you need?"

"Protection. Muscle. Enough to keep the few men Tombstone still manages off my back and eyes and ears to stay a few steps ahead of the feds." Hammerhead declared.

"And why should I risk my neck alongside yours?" Sable put down her empty glass. The bartender was smart enough to slip in and take it away, and smarter still to not have another one ready.

"Old time's sake?" Hammerhead's smile was shark-like.

"There ain't no such thing as old time's sake." Sable quoted.

"I've got money," Hammerhead announced.

"I've got more." Sable tilted her head and her smiled broadened. In any other situation Hammerhead would have been lost in her beauty. He was lost in his rage.

"Then what do you need, princess?" The affectionate term was clearly struck with scorn.

"I need an army," Sable declared, "Something to assure my standing now that the rest of the bosses are taken down."

"Taken down isn't taken out," Hammerhead declared. He was afraid of Tombstone, declawed by police oversight or not.

"That's why the army," Sable assured, "I know of a few wild men I can use. You get to be my litmus test. See if the boys hold up."

"So either you get what you want or I get dead or jailed?" Hammerhead raised an eyebrow.

"Stakes too high for you, Hamster?" She taunted.

"Never." Hammerhead stood up and leaned in to Sable. She suffered six kneejerk responses, unholstering the gun before she got in wet. She sighed into his kiss.

"See you around, princess," Hammerhead straightened.

"Stay alive, Hamster." Sable said to his back as the mobster struck out into the world that wanted him anything but.

* * *

The antiseptic clean seemed further away than the smell suggested. Dr Ashley Kafka closed her fingers tightly around her clipboard. "I hadn't expected to see you quite so soon, Miles."

"Time waits for no man," Doctor Warren strode into Ravencroft. Ashley fell into step beside him.

"I haven't put my name on your request yet." Kafka hid no amount of distaste. Miles didn't notice or at least did not rise to her tone.

"Ravencroft has come to hold near as many supercriminals as Osborn's Vault."

"Ravencroft houses patients," Ashley sneered. "These are not well men. Rehabilitation cannot rest in a sick mind."

"I heartily concur," Miles announced, "And without your therapy many of these patients would be dead or worse."

"Thank you," Ashley weighed the compliment. Their path led them through the extra security before the dangerous patients wing. Placards were nailed onto doors under slide shielded windows. Maxwell, Dillon. Brock, Edward. Jameson, John. Kasady, Cletus. Octavius, Otto. The names flitted by midst moans and shouts. Miles stopped before Brock's. He spoke after sliding the window closed. "Is he still claiming to be Venom?"

"His delusions are severe," Kafka answered clinically. "He hasn't dealt with the losses he has suffered. This coupled with the real and imagined betrayals by the only person he still considered family has forced him to erect a shield. Using his own loss of vocation as a muse, The shield he chose was the antithesis of his betrayer's livelihood. Peter Parker, his 'bro', makes his living as the photographer of Spider-man."

"Curious," Miles held back his relation to Peter Parker, "The mind is a baffling puzzle." Miles' wonder was the first attribute that sat well with Ashley. He turned towards her, "You've read my paper on reversing altered genetic damage."

"I have," Ashley admitted guardedly, "I am very hopeful for what it could do for Max-"

"Electro!"

"However," She continued, "This sort of pharmaceutical therapy is years of testing away from even considering human trials."

"I beg to differ," Miles shook his head, "And the New York State Department of Corrections agrees with me."

"I will not sign off on this."

"You could resign in protest. That would delay me a few days, maybe a couple of weeks. It would create the opportunity for you to state your case or force the NYSDC to have a different bureaucrat read the proposal."

"I can't and I won't abandon my patients," She was angry, hiding nothing. Nostrils flared. Eyes narrowed. Knuckles whitened. Shoulder stiffened. A voice rose. "You are well aware of this. Jameson, no doubt, helped you grease these wheels. This breach of protocol and morality leaves me disgusted."

"It is a shame you cannot see the opportunity in this Dr Kafka," Miles shook his head. "I would welcome your expertise."

"I will continue therapy with each patient throughout," Ashley slumped. She was defeated. She wouldn't cry, not until she stripped off the lab coat at home. "If anyone misses a single session: there will be hell to pay."

Miles shrugged and then gave a small nod. Ashley's chickenscratch signature decorated the form on her clipboard with loud angry snicks. Miles retreated a step when she slammed it into his chest. Her steps were stomps as she stormed off back towards the community therapy room.

"Electro!"

* * *

Jean DeWolff nodded to Agents Briggs and Wade[5] as she entered Lincoln Enterprises tower. The pair of FBI agents were sitting in their obvious black sedan watching the entrance. She would be noted going in and out but it wasn't uncommon for the NYPD to send an officer or two to follow up since the Valentine's Day Summit. Jean's grimace resonated with the federal agents, some jobs were just tedious.

"I'm here to see Mr Lincoln." Jean crossed into the lobby and spoke to the security woman sitting behind the desk. "I have an appointment."

"Not that he has the choice to turn away the police these days," The dreadlocked woman snarked. "He's in his office."

"Thank you," Jean offered professional politeness as she walked to the elevators. The lift was very quick but Jean felt it moved sluggishly. Had there been no camera, the fear may have cracked her mask. The door opened before the policewoman and she walked forward with march precision.

L Thompson Lincoln. The Big Man of Crime. Tombstone. A towering giant of a man in rolled up shirtsleeves and a loosened black necktie was pummelling a reinforced heavy bag. Sweat rolled on his albinic forehead. His teeth appeared filed to points as he grimaced. The power behind each cross and jab was evident in the whumpf against the leather and in the shrill grind of the chain links that held the bag vertical.

"Lonnie," Jean closed the door behind her. It was well known that the warrants each agency had filed that Tombstone's office was bereft of bugs. His lawyers were perhaps more vicious and tenacious than his army of criminals. The policewoman stopped in the middle of her room. Her right hand rested near her sidearm.

"Jean," The charm that oozed from the crime king was at odds with his appearance. Those who knew him expected it. Lincoln had been called a true philanthropist. Dozens of New York's rich and elite still rallied behind him, unwilling or incapable of believing Spider-man's accusations. "What brings you to here, my lovely?"

"We can't prolong this, Lonnie," She declared, "The evidence is hard fought but it would be insane to think no one has managed to unearth anything."

"I have two promises to keep," Tombstone crossed over to Jean and cupped her chin raising her eyes to his. "Yours and Hammerhead's."

"You can't be thinking about foolish pride now, Lonnie!" Jean pushed away the hand. "Look if we move-"

"Not to worry." Lincoln brushed aside her imploration. "I have your packet prepared. The opening for Lieutenant will be filled by you. And your continued outspoken words against Spider-man will give me the leverage I need to return to my kingdom."

"I'm not a child, Lonnie," DeWolff scowled. "I do not need to be told over and over again the same plan. You've taken his betrayal poorly. Now I understand though, you do have to finish with Hammerhead. But you have to finish quickly. Tonight. And no more amateurish guns for hire. The scene at the carpark was inexcusable."

"Agreed," Lincoln did not take the dressing down without rancor. Tombstone was a man of mettle and reason. He respected truth and forward thinking and he wasn't in the best place to discipline an unruly subordinate. "My plans are unfolding as we speak."

"Where? When?"

"That isn't-"

"Last time Spider-man interfered. If your men can't put Hammerhead in the ground, mine will put him in a small windowless box for the rest of his life."

"Another feather in your cap."

"Stan's. This one goes to Carter." Dewolff explained.

"Better," Tombstone considered. "Very well." He marched towards his desk. The view was incredible. Like Yertle the Turtle he had been king of all he could survey. He had been careful, cautious, never stacking his turtles too high. Now he could feel the whole empire shaking and all because of one insignificant spider. He unlocked the top drawer of his desk. There was a FedEx bag sealed clearly containing documents. He picked it up and turned to DeWolff.

"This contains the directions and information you require." She accepted the package and put it under her arm. "Pass it to the woman at the front desk and it will be en route to you as soon as Hammerhead is taken care of."

"Excellent," Jean agreed. Knowing precisely the number of cameras that would record her running Tombstone's errand. Another feather in her cap. Another nail in her coffin.

* * *

"Everyone makes mistakes Peter," George assured him.

"Some bigger than others," Peter scowled recalling the face of Walter Hardy.

"Granted," George nodded, "But it isn't the size of our failings that defines us, it is the actions we take after our failures."

"That is a lesson I've taken to heart." Spider-man declared.

"You really need to look at what you're missing out on when you burn a bridge like you did." George squeezed Peter's shoulders confirming their bond, through Gwen, and Peter suspected, through Spider-man, was true and solid.

"I take responsibility for everything I do," Peter defended himself.

"I know you do Peter," George had never looked sadder. "This is just the first time I had ever seen you run from trouble without immediately working on a plan to come back at it even harder."

* * *

"Oh, hey Aunt May," Peter was hanging upside down twenty-two stories above midtown. He had pulled his mask up, well down, over his nose to prevent the distortion through the cloth. It wasn't much of an identity defense, but since the incident with the Bugle and Mary Jane's subsequent discovery of his secret, Peter Parker was keeping as many differences between himself and Spider-man definitive.

"Peter? What is that sound? Wind?"

"Uh, yeah, Harry has the top down on his convertible."

"Oh, I didn't know you were with Harry tonight."

"For the next little bit, anyways. He's giving me a ride down to the Silver Spoon," Peter lied. It rolled out so easily. How easy it was, that was the worst part about lying. "How are you holding up?"

"Oh, just a little nostalgic and lonely," She sighed.

"I can come home if you need me."

"No, Peter, you hang with your friends," Aunt May enunciated the slang, "Ben never liked pulling you away from your social life for silly little problems."

"You're feelings aren't silly, Aunt May." Peter asserted. "Not today."

"Thank you, Peter," Her voice was soft and warm, "Now have fun with your friends."

"I will," Peter lied again, "I'll see you tonight."

"Love you," She said farewell.

"I love you too," It felt good to say something that was true. He hung up his Osberry and slipped it into the belt of his Spider-man uniform.

The search was exhausting. Scouring the city for a car that should stick out like a sore thumb. The wind beneath his webs was invigorating. He really needed a way to track the bad guys.

"Beautiful night, swinger," Peter shifted in flight the instant she had spoken. Black Cat was seated on a ledge, overlooking a dockside warehouse. The moonlight shimmered across the stretched material of her outfit and in the waves of her platinum hair.

"You've got a lot of nerve showing your face, Cat." Spider-man landed next to the thief with a snarl.

"Easy, swinger," Cat laughed, "No claws out tonight. No alley cats looking for you either."

"So why are you here?" Spider-man breached personal space and pushed his mask a mere inch from her mask. "Something shiny you're looking to take home in the warehouse."

"Not at all," Cat pressed her mask, bringing the specialty lenses over her eyes. The one aspect her deal with Warren and Gaxton hadn't strengthened was her eyesight. "Let's just say I'm window shopping."

"Cat..." Spider-man fell back on his haunches. He turned to follow her eyes. A NYPD patrol car turned away from the river three blocks down. He looked back at her and didn't appreciate her smile.

"If you'll excuse me," Cat picked a cell phone from her belt, "I have to take this. Then you and I," Her left hand rolled the tips of her fingers over the edge of his jaw, "Will have the city to ourselves."

"That's a big playground, Cat." Spider-man couldn't help the smile under his mask and he started to look away, hoping the motion of his skull would shake his thoughts reasonable.

"Yeah, but the swings are so fun," She purred, "And I know you like the slide." She held up a finger across her lips as she pressed the phone to her ear. "Clear." She hung up as soon as she spoke. "So where were we, swinger?"

"Right where I'm needed." Spider-man responded thwipping out four quick blasts of webbing. Black Cat was angry at herself for being surprised by the first one. Her right wrist glued to the wall. She twisted and avoided the second spurt from plastering her hair and left shoulder to brick. Her ankles crossed as the third shot fettered her boots heel to heel. The last blast was fatter and belted her waist against the wall.

"Spider!" Cat threatened raising her left claws so she could slash the webbing from her costume.

"No such luck," Spider-man had grabbed her wrist where it was high and above Cat's strength and leverage. She was strong. Much stronger than a human should be. Stronger than Kraven had been as Kravinoff. Spider-man was certain he would look into that but for the moment, he had a kitten to discipline. Cat's arms were webbed from palm to elbow. "You'll have to excuse me Cat, but it seems I have to call our date short."

Timing was serendipitous. The blue car, in such immaculate shape that Spider-man suspected Hammerhead must have more cars than suits, careened below. It weaved across the street before ducking into the warehouse.

Inside the warehouse were stacks of drums bristling with Det Cord wires. Six men were waiting. They sat around a large felt table reassigning their expected payday on the backs of pocket queens vs suited connectors. Four of the men were dressed in black turtlenecks, cargo pants, wool toques and combat boots. They were armed and outfitted like the dishonourably discharged soldiers they were. On the backs of all their left hands was a matching tattoo. A black ashen wolf's mask with red eyes overlaying an Eastern European script they claimed read "Wild."

The fifth was a nervous man, big and rust brown haired. He was dressed in blue, navy and dark. In most cases the darkness may have shadowed him into invisibility, but he stood out next to the soldiers. The final man was the beacon, so bright and obvious that the fifth man's camouflage might be good enough. The last man was armored in green. His body armor was repurposed riot gear and a copper meshed motorcycle helmet that was wreathed in blue bottomed flames. All six heads looked up as the car twisted in and barricaded the wide berth entrance from soldiers.

"Are we prepared Morrie?" Jenkins stepped out of the car. Her uniform seemed bulkier, the soldiers recognized the shape of the a flak jacket under her blue coat. They immediately reached for the vests they had hung on the back of their chairs.

"Wired for sound," Bench declared. "Though we're a little too near the stage for my liking."

"Risks?"

"Heat stroke, shrapnel, tonitis, dust." He rhymed off easily. He had a pair of earmuffs designed to depress the damage to his ears.

"The fight has to begin here. Boss?" Jenkins turned to the car and Hammerhead stepped out. He was looking wild-eyed and smiling.

"I think we're done with you, Bench. Get out of our sight."

"Hey, he's still five hundred in the pot," Jack O'Lantern complained. A fistful of bills immediately erupted from Bench's pockets. The soldiers didn't know who to despise more, Jack or Bench. They were happy to see the large man rushing out of the building.

"Hammy! Is this a surprise party for me?" Spider-man took this opportunity to land on top of the car. Immediately, five guns trained on the webhead. Jack rolled out a new pumpkin bomb. They looked different from Osborn's orange agents of death. These were black with bright red lights as if their manufacturer hadn't taken the time to paint them. "I guess first thing I should do is blow out the candles."

Spider-man leapt into action. Twisting around the first nine millimeter round before landing on the ground in the middle of the soldiers. One took a nasty fall as Spider-man swept out his leg. The other three dived back. Jack's new pumpkin bomb shrieked as it burst tossing prone man over like a log. Spider-man drove his fist straight for Jack's center of gravity.

"The party's not for you wall crawler." Jack was knocked several steps back but Spider-man took a heavy cross from Hammerhead's weaponized fists. He spun out, dizzy, slamming back into one of the many barrels looping the warehouse. Bullets from AK-47's whipped into the barrels. Det Cord shredded and sick smelling viscous liquid oozed out of the barrels. The wounds in the metal clotted over with green Gobweb.

"Oh boy," Spider-man commented from his perch on top of the barrels and over the hail of bullets. "I better find a scalper and see if I can't upgrade my seats."

The words were overrun by the squeal of rubber. Two armored trucks crashed in through the door and jamb that could not quite accommodate them. "Oh goodie," Spider-man moaned, "The caterers have arrived."

Bullets turned towards the newcomers. Jack O'lantern flipped the table. His imitation glider hummed to life below. Jumping on, armed with a whole sack of orange pumpkins, Lantern stayed on the Spider.

"Hey you know how this ended last time, Squash Brain? Do we really have to dance again?" Spider-man seemed all too happy to turn his attentions to the Jack O'Lantern. The soldiers and the newcomers were throwing bullets back and forth. The battlefield was chaos. Not once, did Jack O'Lantern take a bullet in the armor, twisting out with a curse as his green screaming explosions rang out over the war zone.

"Ah, little Spider. You forget we're one for one. I for one don't like leaving any game a tie." Jack threw his bomb as he ignited his left wrist mounted flamethrower. The bomb was an easy dodge, Spider-man diving aside so it could slam into one of the armored cars. The flames collided with the bomb. It detonated early. Spider-man pulled himself downward with a lance of web. He landed behind one of the men come to get Hammerhead. The man ducked his head from the explosion. Hammerhead barreled through.

"Oh poop." Spider-man said over his Spider-sense as the danger from all sides began to overwhelm.

"I'm going to revel in watching your demise Spider-man." Hammerhead announced gleefully as his second punch connected with the hero. Spider-man rolled with the blow. Tripping up another hitman. He ducked and dived. Bounding low and between the hips of two of the Hammerhead's goons. The pumpkin bomb detonated behind his feet. Jack wailed psychotic joy as he rained destruction down over both sides of the conflict. Spider-man avoided it by skidding across the concrete floor and under Hammerhead's car.

"Whoa!" Spider-man shouted as his legs spread-eagled as he dodged Jenkins bullet. This was the first moment in his life he was glad his dick wasn't a couple inches longer. Pushing off a tire, he spun out and dodged another two blasts. She was quick. She was accurate and if she had been using both hands to steady her gun instead of holding a detonator switch in her left hand, she may have come dangerously closer to hitting the webhead.

"Lady! How about we put the dangerous toys town!" Spider-man slapped a blast of webbing gluing the woman's right wrist the driver side window of the car. At the same time he kicked the detonator from her left hand. Her frightened eyes and self satisfied smirk did not sit well in concert with the horrible klaxxon of his Spider-man's spider sense.

"Dead man's switch?" Spider-man realized as the walls of the warehouse erupted in a calamitous firestorm. The roar was like a waterfall and only the screams of two pumpkin bombs and a woman affixed to a suddenly airborne car overcame it. Spider-man ducked as the car cartwheeled over his head. Before him the fight raged on despite the chemical fire that lanced throughout. Six hitmen were down, none of Hammerhead's soldiers looked winded. The man in the pinstripe suit was taking relish in the seventh man to be taken off the other side's roster. And all of these fighters were silhouettes. Background to the skidding forward form of Jack O'Lantern. Two black pumpkins were coming forward.

"For me? You shouldn't have." The collisions between web and bomb were as near instantaneous as quantum physics allows. The bombs racing back on white lines towards their caster. Jack ignored them, raising both wrists and flamethrowers to bear. Spider sense said there was no where to dodge. The inferno to his left and right and all over the roof blocked off any dodges. Spider-man was going to get burned.

"This is it Spider-man!" Jack O'Lantern shrieked as the red, blue and burnt dived through his attack. A fist hammered hard and into the helmet just as the two returned bombs exploded over either of Jack's shoulders. The whole green suited villain twisted up and around like an olympic gymnast but landed hard like sack of potatoes. Spider-man howled. The burn had crossed his right shoulder, the punch taking the worst of the attack.

"Hammerhead!" Spider-man roared. He grabbed Jack by his slack arm and tossed the supervillain bodily over the battle and across the tops of the armored vehicles. Spider-man charged forward. The mobster turned, his eyes delighted in the firelight. His four soldiers were hustling forward. The hitmen were retreating, over half their number still on the floor of the warehouse. Spider-man dived him.

"Third times a charge webhead." Hammerhead announced as his third punch of the night landed. Metal knuckle impacted abdominal muscle. Spider-man knew he would be hyperventilating but this is where it ended. His uninjured left crossed Hammerhead's jaw, proving not all of the criminal's skull was armor plated. The blue pinstripe suit puffed out as he fell face first onto the ground.

Hyperventilating in a smoke fogged chemical fire was not the best means of regaining one's equilibrium. Struggling, Spider-man knee walked a short distance. In his adrenaline and pain he hardly noticed the strobe of blue light intermixing with the red-orange of the fire. Not until the policeman dropped to one knee next to the hero and forced his own breathing filter over Spider-man's mask.

"You hurt Spidey?" The cop asked with genuine concern and excitement.

"I've been better," Spider-man admitted once his lungs worked again. "There's a woman, back there. With the car."

"We'll get her."

"Thanks." Spider-man stood up.

"Stan, Stan Carter."

"Thank you Stan." And Spider-man lashed his webline out towards the last contested exit. A lady cop rushed to Stan and berated him until he put the mask back over his face. Stan got his mind off the hero. There was work to do.

"Cat?" Spider-man landed on the ledge. His webs were shredded and hanging from the bricks. The strands were just beginning to dissolve. He overlooked the emergency response below, sinking down into a spider crouch. he scratched the top of his head. Sweaty hair under a lycra hood was not the most comfortable feeling. "Can't see why I expected her to stay."

He mistook the blip in his spider-sense for the ringing in his skull. Jack O' Lantern's bombs were hell in closed doors. The platinum blonde took the char red and bruise blue hero with a spear tackle to the base of his spine..

Black Cat! He was astounded by how the thought had twisted pain and relish together. The ground rushed towards him. Her clawed gauntlets were tight around his waist. She pressed her face against his back. Live or die, she had trusted the decision to him.

The nostalgia queued up without his intention. A night as warm as this one and one of his earliest encounters with a villains. It had been first fight against The Enforcers. He forced himself and his passenger into a roll. His feet gripped the glass of a twentieth story window. He tucked, cartwheeling Black Cat over his head. He caught her by both of her wrists and looked into the her mask. She had her night vision lenses over her pale blue eyes.

"Hi, did you miss me?" He baited her and had to quickly arch up his hips to dodge her vicious kick across his abdomen.

"You don't get to just leave me tied up like a street thug!" She hollered angry and hurt.

"Hey you leave me all the time." Spider-man growled back. "And not always to the nicest things."

"Yeah but I leave you free to chase me!" Her legs weren't coming as weapons and so Spider-man allowed her to twist up and grip around his waist with her legs. He still kept a tight grip on her gauntlets, the wicked sharpness of her claws evident in New York's ambient light.

"What's the point of the chase if you're nowhere to be found!" He didn't know that she had hurt him. He had only remembered his first time with pride and happiness. He had pushed away the weeks of searching from his mind. That pain came back. It didn't help that she seemed to be quietly laughing at his pain. Just to shut that smile away, just to hold on to any dignity he could fake, Spider-man drove his face forward. The kiss was awkward and ineffective through the fabric of his mask. She didn't flinch, giving in, mouth and biting the tasteless fabric as they shared what little they could. He pulled back. She gripped the cloth in her teeth, her self-satisfied smirk had not left. She arched her neck, pulling the hood up and over Peter's nose. Laughing softly, she bit his revealed nose.

"Cat!" He grumbled and pulled out with her wrists before taking her mouth in a kiss again. This time, his adrenaline fed resentment and lust spun up into something fiery passionate. It was a self-sustaining storm, each action feeding emotion each emotion feeding action. She bit his lip and purred. Every sense became overstimulated. The dizzying height framed her supernatural beauty. The hum and doldrums of New York were envious underlying the sounds the two cultivated. The smell of gunpowder and ash gave way to the enchantment of her perfume. Her heat cut through the May chill. She tasted of spice and sweetness.

Spider-man demanded more. He immediately reached for her momentum of her top end dropping forced him to crab forward and catch her. Her strong legs tightened hard around his waist. Another man may have felt his spine break. Another man would have probably plummeted.

"Spider!" Cat shouted. Spider-man looked over her shoulder into the window they had been balanced on. He was looking into someone's living room. The man on the couch was rushing to find where he had tossed his cell phone. Before the man could take over Peter Parker's abandoned livelihood, Spider-man's webs shot upward. The pair sprung upward back to their ledge.

"Can't take the audience?" Cat asked when she was seated on the stone lip. Her clawed finger traced the black spider on his chest.

"Ugh," He tried to answer but she grabbed the back of his head and drew him back onto her chest. They started their passionate kiss again, but Spider-man was distracted. His eyes kept looking to where he had left his own camera. Mostly he saw inside his own hood. He pulled back and she whimpered. "Let's go to the roof."

"My Swinger's not getting camera shy?" Black Cat taunted. Spider-man went rigid. She knew? No, her laugh was just making fun of him. "Come on."

Her grapnel gun shot up forcing Spider-man to pull his shoulder to the wall to dodge the bit. She flipped him as she started the recoil and was off running up the glass. Spider-man watched her body move before he gave her the chase she wanted.

No webs for spider-man, he used all his hands to lunge up the wall. Using every ounce of strength, he was kicking off or throwing himself after the sculpted perfection in glossy leather. She still managed to take the lip a heartbeat before him. They met with a heavy collision. Spider-man dragged her down onto the edge of the roof.

"The hero caught the thief," Black Cat falsely whimpered. "What's he going to do to me!"

'Teach you how dangerous spiders can be." He was on his feet straddling her right leg, his shin held down her left. He pulled her by the hair to his kiss. The zipper's cry split the empty night. He didn't stop until he reached her belt buckle. That accessory was discarded with a clatter of gravel.

"Maybe I shouldn't have run so fast," Cat teased when he let her go. Both of his hands had gone to her shoulders. She laughed in pleasure as he ripped her catsuit down her sleeves. Balling her fists, the sleeves pulled straight over her gauntlets. She was naked down to her waist. Her unfettered breasts jiggled free. She rolled back on her shoulders, twisted her hips and kicked her legs. Spider-man rolled with the move, not letting go of her leather. The catsuit caught at her calves, stuck at her boots. Spider-man grinned, letting go. Cat, impatient as her Spider, kicked her feet over her face and ripped the boots and catsuit of with one contemptuous tug. If it wasn't for Spider-man's quick web and tug, the garments would have been thrown from the roof. He tossed them behind him. She was on her feet, a creature of magnificence. Spider-man went to wrap his hands and pull her too her but she grabbed his shirt.

"Oh, lover..." She grinned. Her fingers danced over the muscles of his chest. His shoulder was red and raw from the burn. Several bruises were forming at the contours of his abdomen. He had been through hell tonight and now she was heaven before him. "I approve."

MJ! She would approve. She would punch Peter in the shoulder. She would say something like-Goddammit! He couldn't do that to Cat not intentionally. Spider-man picked up Black Cat by the recently denuded hips. She kicked her ankles up behind her as she tangled her wrists behind his head. "Where are you taking me Spider-man?"

"Wherever I want," Spider-man didn't answer: "Out of camera range."

The camera was across the street, reset after the Hammerhead battle. Old habits died hard. He pulled her back from the edge, she pulled his face deep into her cleavage. The rooftop was clear but for a couple vents and the roof access. Tit in teeth, Spidey felt her entire body shake as she was thrust against the wall.

"Someone's frisky," Cat purred. She kicked at her heels behind Spider-man's pants trying to knock her socks off. She flashed eyes and teeth at Spider-man inviting him to join her.

Spider-man remembered their first kiss, his first kiss. The inverted lips and insistent tug behind his mask. Her lips still had that warm toxicity that seeped straight into his bones. Her clawed gauntlets gripped his shoulders. He recalled their sting and he feared he liked it. Her tongue came to him. It was war. The battle fierce and hard fought. Thrusts reinforced with moans were met by parries wreathed in hard breaths. He was in a fight and he was damned if he was going to run.

Her ass was squeezed in Spider-man's hands, in the confines of her thong and against the rough concrete of the roof access. Sex ground into sex. The frustrating confines of silk and lycra had both lovers intermingling groans of pleasure with hate.

"Slow down," Cat had to pull Spider's face by his chin. "I need you in me."

Spider-man pulled Black Cat off the wall. The roughness of the wall left pebbled pits in her back. She rose, burying Spider in her breasts again. She relied on his power as she slit the waistband of her thong over either hip. A bead of blood swelled on her left.

As the ruined silk fell, Spider-man was escaping his own garments. No thermals made the peel instantaneous. Excited he pulled the pants over his boots and kicked them to the rear.

"God, Swinger, don't keep me waiting," Black Cat growled impatience. It was her turn to direct the action. She grabbed Spider by the ribs and twisted him against the wall. There was superhuman power in her throw. Spider-man grabbed on with his forearms and fingertips. He could reach the ground with the tips of his toes. He pulled his knees up, intent to push off in a sexual tackle. He craved to drag Cat to the rooftop and fuck her hard. She moved first.

She pounced, her claw slashing into the wall next to Spider-man's shoulder and straight over his head. Her feet settled on the backs of his boots. He grabbed her hips and they locked eyes under masks.

"Make me howl, lover," Cat pleaded and dropped her hips hard and accurately. His cock split into her needing sex. Her back arching back as she cussed at the sky.

Liz! The feeling of sex called her to mind. The puerto Rican had left him heartsick and chained. The woman never let Peter's thoughts alone. Twisting him and taking from him. He gave to her until all he carried was guilt, regret and confusion. He felt the tether snapping, uncertain if he was falling or free. He took in his immediate lover. Cat was not so greedy. She only wanted Spider-man and that is all she would take. She gave too but held enough of herself back that Peter didn't get Black Cat. She belonged to Spider-man alone.

She was sex and everything exciting. Her body was sculpted perfection. Lines and curves and strength. She had control, riding his hips as he used his superpowers to stick to the wall. His left knee kicked up in a synchronized rhythm of lust. Cat's gauntlets clawed into the masonry. Dust and screeches spat from the wall. Black Cat's heavy breasts rolled up and along Spider-man's chest. Her matte platinum hair dangled sweat damp in a curtain. Her addled smile and sharp stare connected through the red and blue mask.

"You've got better, lover," Cat panted as her forehead fell onto his shoulder. "You'll be amazing in no time."

"I'll be spectacular right now!" Huffed spider-man as he pulled Cat up by the hair and kissed her hard. Her purr echoed down his throat and her hips rolled faster. The slick echoes of their flesh rang out in the New York night.

It wasn't enough. Spider-man dropped to his feet. His strength easily carried Cat by the tone of her ass. Her arms snaked behind his head. She broke from his lips and pressed her forehead to his. Both naked torsos shimmered sweat slick in muted starlight.

"What're you up to, swinger?" She teased. Her words and lips brushing against the tip of his nose. Her hips hadn't stopped and she reveled in the uncommon unbalance to his step.

"Taking you where I want you!" His words sharp as their crack of skin. They're discarded close were still twisted in a heap on the roof. He took her down to the ground. She still had her claws. He still had his boots. They never considered losing the masks. Cat gasped as her body was forced to the ground.

"Swinger?" She was surprised at his force. She wished she could see his eyes and understand. She flooded around him at the anonymity, the untouchable immutable quality of their sex. It was hard. It was deep. It was all the way into her. All the way to the four chambers of her thunderous heart. She yelped and drew her Spider closer. She was everything, pushing as deep into him as his balls collided with the crack of her ass. She shared so much that always seemed so far beyond Peter Parker.

Gwen! Peter railed giving over to Spider-man. She loved him, and he wasn't chasing that incredible prize. He was caught here. A woman of excitement, danger. A mirror to the freedom and strength of Spider-man. A beautiful creature beyond the scope of Peter's genius imagination. She took him, held him, wanted him, fought him. She was insatiable, every touch reached through Peter's skin to find fire in his blood. He slashed and riposted her agile tongue. He grabbed her hand from his hip. Their fingers threaded. The back of her hand slammed down onto the room in the splay of her hair.

"Fuck me, Spider!" She hoarsely begged. Her toes were scattering the smooth gravel of the roof. Her ankles were pressed into the firmness of her butt. She was slamming her hips up against his with the same vigor he used to spear her sex. He released her throat and grabbed her arm just above her elbow. He had her shoulders nailed the ground. "Fuck me, Spider!"

Her back rolled up with Spider-man's compounding force. First one foot, then her other, kicked out on either side of Spider-man's hips. She garbled her impending scream as she crossed ankles. Her heels soon rested on the flexed muscles of her lover's ass.

Black Cat erupted. She saw white specks. Her sweat slick back squeaked against her catsuit mattress. Her locked ankles pulled all of her superhuman strength against Spider-man's hips. Her whole torso twisted, corkscrewed as her muscles thrummed like guitar strings. She gasped and gummed as her half breaths rushed out of her throat.

Spider-man felt her tugging and spasming through his cock. Her conflagrant sex called to him. The demand was clear. The need was unmistakable. All the muscles in Spider-man's throat and chest were locked tight. His breath unattainable.

Climax: a decisive point of maximum intensity. Black Cat understood. Spider-man knew. The perfect feeling they shared. A moment, an infinity, a shared heartbeat. They shared everything and hid behind their masks. They dropped, pooled together their inhuman strength momentarily fled. Cat suspected she had been the first to breathe. Ecstatic her affirmation of life was infectious.

Cat squeezed Spider's hand. Her claws nicked the back of his hand even as he pressed the gauntlet deeper into the gravel.

"Something's got into my Spider," Cat opened her eyes to the mirrored shields of Spider-man's mask. "I like it."

"Of course you do," defeatism and triumph, contempt and confidence oozed out of Spider-man's words. "Just know that when I want you, Cat, I will catch you."

"Not going to stop me from running Spider," she stroked the edge of his cheek under the scrunched corners of his mask. "The chase is half the fun."

* * *

"You're a lifesaver," Jenkins brushed off her blouse and checked the powder burns on her right hand. She had hurried down the quayside. Besides the fleet of fire trucks, there had only been one cop car on the scene. After landing the shark they had managed to let a few of the guppies through their net. It wouldn't be long though, one cop meant more cops. She had not believed her luck when she saw the black limousine.

"Never a problem for an old friend," The woman across from the rescue brushed her platinum blond hair behind her right ear. "I'll take you to my guy, get you cleaned up and those nicks and scrapes treated. You need a place to sleep tonight, Janice?"

"That would be better than I deserve," Jenkins admitted.

"You've known me a long time and I'm all about getting better than I deserve."

"Thanks, Ms Man-" Jenkins was interrupted by the finger pressed against her lips. "Thanks Sable."

* * *

Peter felt like fifteen different kinds of heel when he opened the door to his Forest Hills home. He hadn't been home since school. Nothing fit in his life tonight. All of his troubles, Cat or Liz, MJ or Gwen, Kingsley or Jameson, which seemed so devastating earlier held little meaning as he saw his Aunt sitting at the kitchen table. Her eyes were wet; unshed tears threatened. She held the picture Peter had framed for her at Christmas. She didn't look up as Peter sat next to her and pulled her shoulders to him. He felt the frame against his shoulder blade. He squeezed tightly.

"I can't believe it has been a year," May murmured. "I never knew I was strong enough without him."

"You were always strong Aunt May," Peter smiled as they separated and looked to the picture she held. "He just brought it out in you so you'd have it when you needed it."

"Thank you, Peter," May squeezed the hand he had left over his shoulder. "I see him every time I look at you."

Peter felt his insides curl. He was proud. He loved her. He felt so guilty. How would Ben look at him if he knew what he did tonight? Cat. Hammerhead. He had been so angry, so lost and he left May to sit here in her grief while he took the easy way out of his own.

"I'm feeling like cinnamon rolls," May announced. Her bright sincere smile cut to Peter's quick. "How about you lend me a hand? We haven't made sweets together since you started bringing Gwen over."

Peter's smile matched the sad one he had seen on Gwen so often lately, "I'd love that."

"Good, now go get the mixing bowl." May squeezed Peter's hand and stood up. Peter turned and watched the woman for a moment. Yeah, maybe he was a screw up and sometimes selfish. But he was becoming a better man. It was moments like this one: when he realized he had the support and care of great people like May or MJ or George Stac. He just had to keep these moments in his heart and mind. That's how Peter Parker would survive.

* * *

"Is that everything Captain Stacy?" Peter stood up, confused and tired. The bell was due to ring in a moment. He had other classes to attend. He'd be seeing Captain Stacy immediately after lunch.

"I just want you to think, Pete," George said as Peter opened the door to leave, "Maybe it's men like Jameson that keep Spider-man honest."

* * *

 **Next: History 307 - Empires Rise**

* * *

[1]Hammerhead's driver. Unnamed in the show. The last villain I need for my series. I was struggling for a way to bring in this villain without too large a shoe-horn. Even if she isn't the most classic version, her skill sets involving helicopter piloting, driving, small arms combat were a great foundation to work with. Wouldn't be the first character SSM gender altered either, not that there isn't a girl version in the comics. Rambling continues. Abby Jenkins or Janice Jenkins?

[2]s02e03 Destructive Testing. Works for Osborn with explosives. I chose to consider his inclusion in Octopus's test as not an accident, unlike Peter.

[3]And now an apology pertaining to Mac Gargan. I somehow failed to notice that Osborn thanks Gargan for finding Menken's address in the nearly 10 times I watched the series finale. Had I noticed that, I'd have used the black security guard at Oscorp as my jumping point for Gargan. [This is the guard I cast at the Oscorp function that gives MJ and Peter a hard time getting in because Ned Lee brought Betty.]

The scene in s1e09 where he jumps in his seat:

"Mr Osborn! And through the front door no less!"

"You want to rule the world: you don't punch time clocks."

Would have been a much better beginning for the Scorpion. However, my vision of Gargan being a classic PI does not clash with this delayed revelation. While I am disappointed in myself, I will not be going back to rectify this mistake.

[4]To find the foreshadowing with this character you will need to look for "With great power comes great-" "Gullibility!" within the original canon.

[5]The two FBI agents Captain Stacy meets at HomeSec in s02e04. Sadly Wade is a last name, shoehorning in a southern belle Deadpool would be the best worst idea I ever had


	7. History 307: Empires Rise

**History 307 - Empires Rise**

"You can't not go, Lizzie!" Sally grabbed her friend and pulled her into an alcove between lockers. Her snarl sent another freshman hurrying down to the next water fountain. "It's the party. There won't be anything this big for months. This is our last chance to show the school where we intend to stand in the food chain for senior year!"

"That's just it Sal," Liz sighed, "I don't care where I stand. It's not like you're going to stop being my friend and none of the boys left without dates are worth my time."

"That's just from the school." Sal rolled her eyes, "You could easily get an ESU guy or someone else and-"

"I'm not going trolling for college guys, Sal," Liz wrote that plan off. "Besides, you remember what happened at the formal. Petey and MJ showed up together and pushed us all to the back. They're going to be going again and I don't want to or need to deal with that drama."

"I never thought I'd see Liz drop out of the game because she was scared," Sally rolled back onto the heels of her white sneakers.

"I'm not scared," Liz sighed, "Just tired of this whole thing."

"Look, at least don't prevent me from setting you up with a date? Please?" Sally's bright blue eyes had a hard to resist quality when not paired with her shrill voice. Liz's shoulder slumped.

"Fine," Liz agreed, "You find someone you think I'll like," She underscored the word several times, "and I'm willing to give him a chance. But I don't want to just show up at Hydra with whoever you think will make me the best arm candy."

"I promise!" Sally bounced and wrapped Liz up in a warm and tight embrace. At this moment, Harry and Peter were walking by. Peter immediately flushed red and looked guilty as he glimpsed the stony stare from Liz. Harry raised an eyebrow.

"I have no idea what you did Pete," Harry declared as they continued towards English class, "But if you can get her back with a flowers and chocolates I'll cover the first thousand dollars of it."

"What?" Peter shook out of his guilty reverie. Images of of white skin and silver hair turned his red blood white hot. The small part of him, the intelligent and logical part, knew that Liz couldn't know what had happened. The majority of him feared that she was just waiting to close the noose around her neck. He had already hurt her so much.

"Liz, you twit," Harry pushed, "She's good for you. Put up with all your flakiness and then, I can only surmise, you went and did something you were too stupid to apologize and make up for."

"I don't think an apology's going to cut it," Peter admitted. He was in love with Gwen. He had promised her, he had dumped Liz for her, though only four people knew that and Peter was unaware of Harry's intelligence. Now Peter believed Gwen was helping Harry heal from his addictions, his father's death. He couldn't begrudge his best friend that. Even if every now and then he imagined the face on the other side of Spider-man's fist was Harry's.

"Yeah, that's why we break out the flowers and chocolates. I'm talking a bouquet big enough to put whatever flowers she likes on the endangered species list. Also you're going to have to deal with a King Kong sized girlfriend when this is all said and done."

"That's not such a problem," The ubiquitous defensive tackle announced overhearing the tail end of Harry and Peter's conversation. "You'll never have more to love."

Kenny pushed passed the two friends and into their class. Harry stopped, "Ok, fewer chocolates."

"Agreed," Peter nodded looking down the hall to the chemistry classroom and wondering how much acetone he'd need to pour into his ears to clean that mental image from memory.

"Awesome," Harry moved to punch Peter in the shoulder. His eyes went wide when he found his wrist caught in Peter's grip. "Holy crap, buddy! Those are some reflexes."

"Yeah, sorry, just a little off today," Peter let go sheepishly.

"Nothing new," Harry shrugged off the uncharacteristic reflexes. "But seriously, come by tonight we'll work out the logistics for putting you back together."

"Wait what?" Peter said to Harry's back. What the hell had he agreed to now?

Betty Brant, 20 year old personal assistant to J Jonah Jameson, sat on the bus with earbuds in. She had never been an introvert. She had sought journalism as a career because she wanted to explore the universe. She loved science, politics, crime and economics. She was a bright enthusiastic insightful young woman with a huge dynamic engaging world to explore. However on this morning it was cathartic to exist only as far as her own skin.

The trip from Ned's apartment to work was about thirty minutes longer than from her own home. She had to wake up earlier, have extra clothes prepared so she didn't walk into a bullpen full of keen-eyed reporters in yesterday's blouse and all the while keep her mind at a sharper level than . She really needed to set up a corner of his closet and a spot in his bathroom. It was exhausting finding a moment between them, let alone getting her shit together in spite of the urge to rush in and take advantage of the little time they could find. A couple of months ago she would have been happy to have the smell of his shampoo in her hair all day. She made a note to hit her favorite boutique the next time she headed over. She knew that would be as soon as possible.

At least Ned was worth it.

Her night had been unexpected. Investigative journalism was not a 9 to 5 job. Ned kept obsessive hours. Betty had accepted that she was going to spend the night at home, the only reason she hadn't yet stripped down into her panties and Eli Manning jersey while flicking through her Netflix menu was her sweet tooth. The bakery in Hell's Kitchen served the best glazed cinnamon rolls she knew of. She was waiting in line when her phone had started buzzing.

"Hey, beautiful," Ned was bright and cheerful. Something good must have happened.

"Hey handsome," Betty replied. The unexpected bringing a smile to her lips.

"Come over tonight."

"We celebrating something?" Betty followed the lilt in his voice.

"Being young and beautiful in New York City," he cheered. "You're not at your place."

"I'm getting something from the bakery," She replied.

"Cinnamon bun for me too and I'll meet you outside."

There had never been a question to her. She was being instructed, told. Out of rebelliousness and confidence, part of her wanted to play hard to get. More of her wanted to be gotten. "Sounds good, Ned."

"Morning Betty," The hot dog vendor outside the Bugle interrupted her train of thought. He was still setting up his street meat stand for the day. She gave him a smile and a wave. She pushed through the main doors of the building.

Betty leaned in, dodging the kiss and using the tip of her tongue to steal a bit of icing from the edge of Ned's lips. "Not good enough Betty."

"What?" She had almost had time to mutter. Ned had scooped her thighs up in either hand. She yelped as her lower body swung out below her and she fell back onto the flower print cushions of his thrift shop sofa.

He settled in on his knees. The denim of their jeans preventing immediate penetration. Betty suddenly hated her jeans, even despite them making her ass look fantastic.

"Now this," Ned announced after a sweet enduring kiss, "is good."

Betty didn't disagree as she retreated back onto her elbows. She raised her lips to his. She felt the static energy between them. She wondered, for only as long as it had taken for Ned's hand to settle against her neck, what hadn't been good?

Xerox lights rolled back in forth like a metronome. Papers rustled together with wave like swishing. The tick on the overhead clock let the fog persist. Betty was smiling sloppily.

She shrieked for the umpteenth time. Her feet twisting, curling, kicking in the air. Her fingers threshed bedclothes. His tongue was divine. Ned was a details man. He came to her like a starving man to dinner. His nose pressed apart her brown hair and burrowed against the focus of her pleasure.

B! She gurgled, uncertain in her want as she felt the agility of his tongue. Lips parted and shuddered. What she screamed weren't words. His hands lifted her by the cheeks. She only touched the bed with her forearms and hair. Spread, volatile, strangled in the shirt she had no opportunity to divest.

E! His tongue looped against her. The trickle of desire spiking in a short torrent over Ned's face. The pinky finger threatened her untouched ass. No, yes, please, help, if she couldn't discern her own pleas how could he?

T! His tongue split her. Crossing out over the red swelling that made her arm drop. Ned was relentless. His knees creaked the bed springs. He followed her, folded her. She rolled up on her shoulders. Her legs spastic. His grip had changed. The hem of her shirt falling down to her brassiere. A hand against her abdomen. The tip of his thumb worried against her navel. He held her tailbone. The tip of his thumb separated her ass, worrying her anus. She wondered if her eyes would ever close again.

T! He repeated the flicker against her sex. This time she couldn't scream. All the weight of her body seemed to squeezed her lungs tight. Panting, spittle flying, Betty cried. The tears forming in her eyes a result of sensory overload. She rocked her head, her neck flaccid, mimicking the motion of Ned against her pussy.

Y! Dear God! The prayer a remnant of her childhood a thing abandoned. As her control left her, as the second flush of desire spat from her flesh, as she felt the spatter over her breasts and lips she clung to whatever was still left in her.

"Oops, sorry Betty," Robbie excused himself as he rounded a corner and almost mowed her down. She wavered but kept her burden from scattering over the floor. She smiled forgiveness too far from consciousness for smalltalk. Robbie gave her the hallway and she passed by him and stepped out of the world.

Cum glistened on her lips like gloss. She looked up and saw that Ned approved of her cocky smile. Betty shook out her sweaty hair. She held the tips of her reddened breasts. The abuse he had leveled against her body still tingled. He grabbed her chin and pulled her up to his feet. She leaned in to kiss him. He held her steady inches away from the kiss.

"Lick up that mess and swallow," He commanded. Betty obeyed, slowly rolling her tongue along the pale pink of her lips. She bent her neck back so he could see the proof of her compliance. She wasn't just a little puppet with strings for Ned to pull. Her fingers coddled the spit slick cock she had recently adored. Ned shuddered, sensitive from the end of their lovemaking.

"Naughty girl," Ned praised, scooping up her brown hair as he pulled her into a passionate kiss. "I can't believe you need more."

"Am I too much for you?" Betty encircled her fingers tight on his cock. Ned was beginning to stir. She had a bright smile plastered on her lips.

"I'm going to fuck you," Ned threatened.

"Promises..." Betty rolled her eyes. "You're done."

Her hands dropped from the waking cock and she turned. He grabbed her hips as she turned. She yelped as she was lifted up and slammed into the mattress. She had never been taken from behind before. There was an exciting anonymity of not seeing the sharp look in Ned's eyes when he drove inside her. She felt dehumanized, having her face pressed into the pillows. There was eroticism in surrender. Something she had been told but had failed to comprehend. She felt Ned's hands first. He grabbed her by the upper arm and the inside of her right thigh. He held her down and yanked her ass upwards.

"Ned," she pleaded. She had instigated this and she was excited to play it out. Her heart thrummed like a hummingbird. His cock rushed against her pussy. She had already cum three times tonight; she ached at his touch. Her next words were muffled by the pillow case.

If he had come at her as fierce as he had thrown her she may have screamed. He instead took a measured control. Each action was patient, relentless, maddening. Slowly, he entered her forcing her to exhale. Betty tried to buck back onto Ned. She contracted around baiting him to take her. She lifted herself up. His hand left her arm and gripped her by the hair.

"You've asked for this, Betty," Ned declared. He pulled his cock out of her.

"Ned," Betty whimpered. She looked back over her shoulder. His hand brushed back the hair over ear. She couldn't see his eyes, blocked as they were by his forearm. Maybe, she wouldn't have been as scared if she could see more than his determined jaw. "Ned?"

"I'm here," he answered. His hand tightened in her hair and directed her eyes forward. He held the cheek of her ass. A strong pull of the meat opened her up. She had never felt so raw. She had never felt so debased.

"Ah," she flinched as his cock touched her asshole.

"Miss Brant!" J Jonah was not a boss a smart employee allowed to repeat himself.

"Yes?" She had dealt with the man long enough to avoid his wrath. Today she wasn't at her best.

"I asked for those blanks 3.7 hours ago!" He barked, hands slapping down upon her desktop.

"It was 20 minutes ago, Mr Jameson," she resurrected the calm competence required to work at the Bugle, "And I was just getting out of my seat to discover the hold up when you marched up to my desk."

"I don't need your facts and backtalk! Go! Go! Go!" He rose and turned towards his next explosion. Betty sighed and climbed to her feet. Robbie appeared at her shoulder.

"Is everything OK, Betty?" He asked with concern.

"I'm fine, why do you ask?" She shook out the cobwebs with a lazy smile.

"Because it had only been 10 minutes since he had asked for the blanks." Robbie cocked an eyebrow.

"Its nothing, Mr Robertson," Betty admitted her uneven keel, "Just something I need to fix after work."

"Well if you need a hand or a shoulder," Robbie let the offer speak for itself. He nodded to her when she begged off with a thank you.

What was becoming of her? Scatterbrained little trollop who couldn't even keep her mind off sex. It had been good. Different. Exciting. Terrifying. Her skin tingled as she let her smile broaden.

She was in pain. Full in a way she hadn't expected. Ned sawed in and out of her. The slickness from her pussy little comfort inside her ass. Ned loved what he felt. He told her. Told her she made him feel more than anyone else had ever could. That was her analgesic. She felt narcotically beautiful.

"Ah, it's so far inside me," She moaned, she was reaching back to her sex. She amplified the feeling he instilled. Her ankle twitched. She bit inside her cheek. She impelled her self onto Ned's cock. She refused to be used, insistent that she pleasured Ned and not that he simply pleasured himself inside of her.

He was grunting, having gripped her by both hips as he reddened her ass with his hips. He kept telling her she was amazing, a mantra punctuated with the slap of flesh. Her breath hitched and stuttered. His breath quickened and heated.

Betty's hand curled, her finger nails abusing her sex. She ground her clit with furious insistence. She could feel Ned spasming inside her. It was a stimulation that she hadn't experienced. Her sex she loved and understood. That feeling of impending pleasure, of release inside her, made her burn with her own pleasure. Inside her ass Ned's rising need accompanied Betty's fear. She rubbed and fingered hoping she could concentrate on her own orgasm. She wanted to overcome Ned's.

She rocked on her shoulders and knees. She bit into the flesh of her left palm. Her shriek was poorly muffled. Ned growled. He pulled Betty tight against his hips and unleashed himself inside her.

"Fuck!" Betty garbled as she bit her hand more tightly. Her fingers scissored against her poor sensitized flesh. Her sex spasmed. She would have collapse on the bed had Ned let her. She shook, her ass rotating around the last moments of Ned's orgasm.

Slowly, as he exited Betty, Ned pulled the two of them down onto the bed. Betty rolled with him as he cuddled against her back. She reveled in the arms that tightened around her.

She was slow to sleep. Even as Ned's breath slowed and fell measured, Betty's mind wandered. Ned had been uncommunicative about much more than fucking her. She hadn't minded, though her body was sore in ways she hadn't felt before. The sex had been immersive. She began to think Ned had been escaping something. Worrying and aches gave way to exhaustion. Finally, her eyes slipped shut.

She woke to the chirp of her cell phone. The other side of the bed was cold. Ned, nowhere again. She had stopped assuming the worst. Ned worked on little sleep and the worst diet she had ever witnessed. He seemed to find fuel in his obsessions. His desk was littered with police reports and photographs. Pictures were pushpinned into a bulletin board over his dresser. It was disconcerting waking to the face of the Goblin.

She lifted up a notebook that had a picture of Jack O'Lantern stapled to it. A short flip through the increasingly impatient notes began to shed some light on Ned's need and frustration.

"Where is Lee?" Jameson roared.

"That's what I would like to know," Betty broke from her daydream again.

"Somebody find him or I'll sack him like Parker!"

"Your magnetic flight technology is incredible," Phineas Mason announced as he rolled out from under the black and red chassis. The weapon he was building was the size of a panel van. It's oblong body was a mess of empty recesses for the weapons and widgets scattered all across the floor. Mason was laying back on a rolling back so that he could weld Adrian's contributions to its bottom.

Vulture was sitting at a drafting desk, a chain scale next to him weighed a rocket propelled grenade as he calculated how much ordnance their project could carry. "Thank you, Mason." Toomes looked up with a smile appropriate for a child's nightmare. "Osborn's Tech-Flight is a mockery of what this technology can really do."

"I agree," Phineas lied. He had seen video of the Goblin's glider in action and he was already considering the benefits of rocket propelled thrusters adjunct to the magnetic flight.

"How are the Tri-Corp chips working?" Vulture turned back to his calculator.

"Simulations are promising. If they're 80% accurate I'd say we're likely to clean the city of its spider problem."

"80%? That would be unacceptable. We'll need to do better than that. I thought Beck's test had been a success?" Vulture stood up and crossed the room. His eyes turned to the eleven Mysterio bots who had been conscripted into welding, riveting, wiring, assembling and shaping the components of the project.

"They're working extremely well," Beck said himself. He was dressed in old sweats as he spray painted the armor plates black and red. "Infinitely better than Phineas's first bots."

"Your gratitude is remarkable." Mason deadpanned.

"Beck will give credit where it is due," Vulture announced but didn't press the issue. "How long now?"

"Have you readied the arsenal?" Mason asked, pulling his welding mask back over his face.

"I have," Toomes picked a small legal pad from his desk and tossed it down onto Mason's chest. The Tinkerer looked over the list, his thoughtful face hidden behind the protective plate. "We can be ready for action tonight."

"Excellent." Vulture rolled his shoulders back. "Tonight the Spider-man faces his Slayer."

"You're not usually this distracted, Tiger," Mary Jane Watson picked the seat next to Peter in the cafeteria. Peter had a copy of The Daily Bugle half torn apart in his hands. His fries and burger were swiftly growing cold. The New York Educational System quality fryer oil was congealing on the mass of junk food.

"I'm not usually this confused." Peter admitted. Everything was pulling at him. At the moment certain distractions were worse. Across the Cafeteria was the cool table. Liz was looking warm and happy. She conspired with Sally, lambasted Kenny and got under Glory's skin. He had promised Liz Saturday so she could get a big head start on her Biology final. She would have had him everyday after school all week but his job at ESU had allowed him to beg off. He was scared. He wasn't a hundred percent what technically he and Cat were but one thing was certain, his moment of weakness had him cheating on Liz. He honestly wanted to tell her, be a man, let her get angry and hurt again so she could finally cut the the cancer that was Peter Parker out of her life and start healing. He just couldn't though. Who would he say he had cheated with? He would have to admit he was Spider-man. He couldn't do that. He could hardly bear the looks Liz forced on him in public and in private. The hate, the hurt, the need, the love. It was all there, all the time and Peter was certain he only deserved the dark side of things.

"Wait, this is worse than normal Parker brain displacement?" MJ whistled impressed. "What happened?"

"Not here," Peter grumbled, throwing the paper over his lunch. The cover story was face down so he didn't have to look into that picture again. "Walk with me?"

"Yeah, I can do that," MJ agreed. Her lunch was a fortified yogurt and celery. Part of her was intent on throwing the paper aside and eating Peter's soiled mass. She managed a mild amount of self control. Enough to run into Harry and Gwen holding hands as they entered the cafeteria. Harry squeezed more tightly before Gwen could pull away. Peter just gave the pair a blank smile and walked around them for the door.

"Tonight Peter. Don't be late." Harry reminded. Gwen looked askance. MJ squeezed the blonde's shoulder as she walked past after Peter.

Lunchtime at M3 was cluttered. The cafeteria couldn't quite handle the massive population of the school. As it was, most of the first floor classrooms were opened to keep the corridor milling under control. Peter and MJ started upstairs away from the roving crowds of teenagers. Peter didn't talk until they got to the top floor and found a bench with no one else in sight. Peter trusted his spider-sense to shut him up if it came to it.

"Alright Peter, I get enough mandated exercise with Desiree. I don't need to be climbing that many stairs." MJ pushed hoping to kickstart her friend.

"It is easier to show you," The fact was Peter couldn't tell Mary Jane everything. The twisted up knots that Liz with him were his own personal albatross. He reached into his backpack for his camera. He passed the silver device to MJ. She turned it on.

"Just review Tuesday's pictures." Peter told her. Two days ago. Peter versus Hammerhead. MJ flipped back to the designated date. Flames, muzzle flares mixed with chemical geysers, cast a hellish frame around Spider-man and Jack O'Lantern. MJ nearly dropped the camera. Something in the chaos struck home. She had known Peter risked his life as Spider-man. She had known what he did was dangerous and arguably suicidal. Until now, he had been a rock star. Superhero meant infamy and celebration. The camera showed such a dark side that she went a sickly shade of white.

"That's not what I meant," Peter said looking over her shoulder when she had stopped on the picture. His nonchalance is was what killed her. "I was weak. I was angry and I did what I shouldn't again." Reaching around the redhead, Peter scrolled forward. He didn't see the ever expanding white of her eyes as he flipped through the battle and into the relative peace of a New York night. The white and black blur was nothing through MJ's fearful tears. She sniffed closed, her eyes and wiped some of her mascara off onto the back of her hand. She looked down to Spider-man and Black Cat, half undressed and just at the edge of the camera's view. She felt icy fear steam away under enigmatic anger. Her voice was barely loud enough to hear: "This is what's got you tied up? You have no one to brag that your bagging some supervillain whore!"

MJ pushed away, dropping Peter's camera to the floor. The hero just managed to dive and catch it. He saw his friend jet off to the stairwell. He felt no better than he had before this had happened. He felt a hundred times more confused.

Liz Allan was on the third floor when a wrecked MJ rushed off to that floor's bathroom. The model had not seen the cheerleader. Liz cracked a smug smile and looked up, believing she could see through the floor to where Peter was gumming like a landed fish. He was easy, MJ had wanted more but Liz was deep enough that Peter had finally thrown her off. She had skip in her step when she headed back down before Peter could see her.

"Nurse!" The inmate shouted to Debra Whitman from his gurney. The black sophomore rolled her eyes and put down the cover of the laptop. This collaboration with Ravencroft Hospital was beginning to try her patience. Debra turned, not bothering to affect even the most polite smile.

"Mr Kasady," She said in slow tones, "I need to say again. I am not a nurse. I am not here to take care of you. I am not here to take your requests."

"Nurse, can you get me some water?" The redheaded man asked anyways.

"No," Debra declared. "Talk to Dr Kafka when she comes out of the office."

"Nurse!" Debra ignored the man. She felt like she was dealing with children. She wished three thirty would come soon. Then the patients would be out of the laboratory and then all she would have to irritate her was a goofy, friendly boy that was more intelligent that she was. She looked forward to Gwen.

"Yes," The door to the office opened and Dr Warren held the door for Dr Kafka. "I am aware of your misgivings, however the law and the hospital are still behind me. Your constant demands and reiterations are growing tiresome Doctor."

"Well perhaps I'm just expecting you to finally recognize the words I'm using!" She huffed. She turned to see Cletus looking at her and she sighed.

"I agreed to your coming here in the hopes that it would aid my work," Dr Warren told her. "It was a courtesy I have not been required to extend."

"I am aware," The icy turn in Dr Kafka's voice reached deep into Debra's psyche. She was not a woman the assistant would want to cross. "Fine, I'll keep my reservations for my reports."

"That would be appreciated," Dr Warren conceded. Aware that the only people reading Dr Kafka's reports would be college students researching a paper. Provided any success on his behalf, the only reports to be read would be his own. "Ms Whitman, how are the patients?"

"Mr Kasady is seeking attention," Debra pushed her glasses up on her nose.

"That's kind of what got him into trouble in the first place," The second patient spoke up with a smile. Debra felt the corner of her mouth twitch but she kept her professional frown.

"And Mr Brock has been patient."

"The patient patient, that's me," Eddie said this time breaking through Debra's icy demeanour for nearly an entire heartbeat. He was belted to his gurney as was Kasady, however he was just fettered at the waist and wrists where Cletus had additional straps across his upper arms, chest, thighs, ankles and throat.

"And how does it feel to be back, Mr Brock?" Dr Warren had met the boy for a few days before his incarceration. He had found the man to be devious and of forethought. Any respect he might have cultivated lasted as far as the breakdown.

"I had never noticed all the details of the roof before." Eddie referenced his supine position.

"Very good," Dr Warren nodded. Dr Kafka had walked over to Cletus's bed and discussed in quiet tones his need for water. "Now today is just for the extractions of a couple of samples and then the two of you will be going back to Ravencroft."

"Oh good," Eddie sighed.

"You are still in need of treatment Eddie," Kafka held a styrofoam cup with a bendy straw to Cletus's lips. "I'm liking this improvement but we need to keep it consistent."

"Sure Doc," Eddie turned his head. "I'm definitely looking forward to more of these field trips."

"Of course," Dr Kafka disguised her displeasure. There was a dry slurping sound and she took the cup away from Cletus. In a reflex action, she picked the straw from his mouth with two fingers. Tugging until he finally stopped biting down on the tip.

"Ms Whitman," Dr Warren announced the end of his conversation with the experiment. "Bring me the syringes. It is time to begin."

"What the hell did you let happen?" Spider-man growled as Captain George Stacy lifted up his office window to let the vigilante in.

"I didn't let anything happen," George Stacy said in a tired voice he usually reserved for pushy reporters. "The FBI and HomeSec had taken this out of my hands."

"Passing the buck?" Spider-man scoffed. "I thought-"

"You're angry Spider-man. Whatever you're going to say is not what you will want to have said." The Police Captain interrupted with an authoritative voice that would have made Julius Caesar say "Yes sir! Right away sir!"

"Fine!" Spider-man growled. "But Tombstone has fled the country and he's not going to answer for his crimes! How can you sit there on your hands!"

"I'm glad you took my advice to think before you speak to heart," Captain Stacy grumbled in a tone adults saved for teenagers. "Tombstone isn't the only criminal in the city. Street crime is rampant. It hasn't been this bad since the 80s. I have my force spread so thin, we're barely making a dent."

"I've seen," Spider-man felt the force leave his sails. "I picked up two different teams of carjackers on my way here."

Captain Stacy stepped back from the window and fell into his chair. He grabbed the bridge of his nose. Since the advent of the supercriminal, Judges were beginning to take Spider-man's actions as admissible evidence. It was slow going. Still one in three of Spider-man's takedowns walked. He had been a deterrent. But that seemed to be waning, despite the fact that the last four costumes the Spider had caught had gone to the hospital before the jail.

"Thank you," George agreed. Spider-man solved crimes took no bullets and there had yet to be civilian casualties. It was hard to argue with those numbers, "Every thug is seeing Tombstone's escape as an inspirational success story. Blocks and districts are rallying under whoever can be the Big Man of the day. We take in an upstart crime boss three times a day lately."

"Yeah, is it working?" Spider-man sneered. He had remembered Valentine's Day vividly. Dragging Tombstone from the steam tunnel and into the steel bracelets of the NYPD That had been one of his proudest moments; it felt empty now.

"We're seeing results." George left it at that for the moment. Truth was old loyalties were being hammered back in. His detectives were finding no link to who had taken the reigns of the New York Maggia, but whoever it was, Silvermane's empire was beginning to appear all over again.

"Good," Spider-man growled. He turned, intent on swinging off but something niggled the back of his neck. "Captain Stacy, thanks. The city needs men like you."

"Men like us, Spider-man," George kept his words to himself until the vigilante was off and gone.

"He changed buses a few stops ago." Gwen slumped down on her bus seat. She looked idly out the window.

"He was supposed to be coming out here," Harry's voice was grumbling through her cell phone. "I should know by now than to leave things in Pete's hands."

"He's not that bad," Gwen disagreed.

"Peter? Peter Parker?" Harry asked. Last year he would have been the first to come to Peter's aid in anything. Ignore the death of Norman Osborn, forget that Peter still chased around Spider-man despite having quit the Daily Bugle, hell, drop the fact that Peter had attempted to steal Harry's girlfriend, Harry knew that Peter was a man who neglected his friends and broke commitments.

"What were you guys supposed to be doing?" Gwen stepped away from the mire.

"He had some girl trouble, figured I could help." Gwen could hear the smile on Harry's lips. She forced herself to hide the frown on hers.

"Girl trouble? MJ?" Gwen had lost an octave or two.

"No," Harry smirked, "Look if it wasn't you and me, I wouldn't go throwing around Pete's business like this."

"I know Harry," Gwen placated. There was a butterfly in her stomach was setting off a storm, "You're a good friend."

"OK, babe," Harry smirked, "He's going to try to get back together with Liz!"

"Why?" Gwen's tone seemed to skate past her boyfriend.

"Come on," Harry pushed, "They're perfect together. Liz needs a good guy and a smart guy like him and Peter can't help but fall in love with a girl like her."

"Love?" Gwen choked.

"Sure," Harry still didn't seem to notice, "Peter deserves some happiness. As his friends we should help him find it."

"Of course, but-"

"I know what you're thinking," Harry interrupted, "Liz broke up with Peter, she's not going to just take him back."

"It's not-"

"That was what the powwow was for. Pete can't afford to be truly romantic with that little photographer job. So I was going to help him with the flowers and candy."

"I don't think-"

"I know, babe," Harry steamrolled further, "But that's why you're the best. You love me because we love each other. Some girls, like Liz, just need a bit of bribery is all. We can't all be as lucky as me."

Gwen knew better. There was nothing aggressive in that last sentence. "Sure, Harry. Good luck, wish Peter my best."

"I will babe," Harry was bright and shining again, "Get home safe."

Gwen shut down her phone and slumped even deeper onto the bench. After everything. Years of heartache and finally Peter admits he likes her. Loves her! He can't even wait a few months? Harry needed her! It wasn't her fault! He was her Peter. Not Liz's. She breathed out. It quivered along her tongue as she exhaled. She pulled the string to stop her bus. Sure it would be six more blocks to home from here. But she hoped forcing herself to walk might stave off the tears until she was curled up in her bed.

Debra Whitman was doing her post intern checklist. A quick inventory of everything, used, broken and cleaned. Peter Parker had broken a petri dish and a beaker spilling forty ml of neo-atropine. Nothing major, but frustrating that Dr Warren had said nothing. She was well aware of the accountant's mind her employer used. Perhaps, she pondered, he was considering the loss as small potatoes do to the gains he had been seeing with the Ravencroft and Tri-Corp contracts. She was aware the Tri-Corp project involved several blood samples, gene cleanser and the remaining black-brown vials marked SM-05 through SM-10. He guarded the SM samples like they were the one ring. She had carried them from the refrigerators to his workstation, something he may have trusted to Gwen had there been no glassware accidents today.

The lab was spotless. Gwen was a trooper and a perfectionist. Debra attributed most of the successfully done intern work to the high schooler. Peter was infinitely curious. Always pressing forward with questions and theories. Many were quite brilliant. She contained no small amount of envy.

Her rounds completed. Debra took her labcoat off at the front door. The knock surprised her. She was not used to visitors without forewarning from Dr Warren. She turned her head to where Dr Warren was still engrossed with his microscope and sample SM-06. Sighing, knowing she would have to pass whoever was calling on her way out, she answered the door.

"Oy, little lady," The man standing there was wearing an inexpensive suit that suited his imperfect posture. He had a bristly mustache and oiled hair. Debra had expected a leering but none came. Next to him stood a striking woman. She was tall with flowing silver hair. She wore a white leather jacket over a lovely purple dress. "Miles asked me to contact him when this opportunity arose."

"I'll go tell Dr Warren." She enunciated respect, "Who should I say is calling?"

"Miss Manfredi and her solicitor," The man responded with a surprisingly orthodontic smile.

"Very well," Debra agreed. "Just wait here a moment."

"Do hurry," The woman impelled the assistant, "This opportunity doesn't wait forever."

Debra answered the impetus with stoicism. She didn't run in the lab. Her natural pace was relatively quick, but she hurried none to approach Dr Warren.

"There's a lawyer and woman here to see you," Debra announced. Achieving Dr Warren's attention was best done through the facts of the moment.

"A lawyer?" Miles sat up and raised an eyebrow. He had been hoping for Debra to have been out of the lab. He preferred the opportunity to holster the revolver he favored when dealing with his late night visitors.

"Yes, he said he's representing a Ms Manfredi," To Debra the name meant nothing. She had no curiosity in the criminal history of New York City.

"Very well." Dr Warren pushed his stool back before standing up in front of his microscope. "Would you return the sample and clean up this workstation? I fear I could be a while."

"Of course," Debra agreed. "I will be heading home after I finish."

"Excellent." Dr Warren nodded, "Good night Ms Whitman."

"Good night," Debra turned towards the counter and began her cleanup as her employer strode to the door to meet his guests.

The days had lengthened. With nearly two hours before his curfew, the sun was just beginning to sink at the horizon. Spider-man had left the police precinct with an intent to swing his way to Harry's and straighten out his friend.

The spider-sense was a marvellous ability. It allowed Spider-man to notice threats with more than enough time to react. It was the reason he could spin his webs without looking and keep his path on toward his intended goal. It wasn't foolproof. When Spider-man didn't believe he was in trouble and to passive observances, his precognition was less than ideal.

"Spider sighted," The thug was making a grand to just sit around and watch for Spider-men. The last time he had seen the red and blue he had barely stolen seven hundred dollars. This was a much better gig. He looked down at his cell phone app, "Heading east."

There were a network of spotters all reporting in. Mason turned to Toomes. "We are ready to begin."

"Excellent," Vulture acknowledged. The bay doors rolled up as their weapon started forward. It was a juggernaut. Vulture and Mason had agreed to simply call it the Spider Slayer despite being outvoted by an army of Mysterio bots who rallied behind Beck's nicknamed: "The Black Widow". The radio controlled weapon was bulbous. A large oblong abdomen was outfitted with omnidirectional weapon systems. Eight spike legs were hinged so it could land and stabilize on nearly any terrain. They were also heavily armored and easily folded over the entire body to shield any possible damage. The head was outfitted with radar, cameras, motion sensors and laser tracking arrays. Vulture grinned darkly when its aft thrusters started burning. The bay below them obscured in the heat haze as his magnetic flight systems lifted the weapon from the ground. The glass barrier rattled when the rocket ignited and the Spider Slayer flew off into the sunset.

It was never easy to keep an eye on the time and webswing. Peter's detour to harass Captain Stacy had put him far behind schedule to reach Harry's. He was worried what his half intentioned agreement was leading to but he was certain that whatever it was, Harry was going all out. Peter sighed as he slipped his Osberry back into his utility belt. He was arching slightly back on the return of his latest swing before he let go and reverted his momentum with his next web line.

"What the?" Spider-man had to quickly fire off a left hand line and slingshot him towards the Empire State Building to avoid the missile. Missile! It exploded in the air not far from where Spider-man had been calculated to be. New York glass and steel rattled all around him. When he collided with the window he had to huff out a wheezing breath and reattach himself to the wall.

He looked into a bank of green fog and grimaced. "Seriously Fishbowl! I'm not going to stop swinging until I know by the crunch that I have punched real face!" Spider-man shouted. His Spider-sense rang out and he dropped as small calibre bullets cracked and spider-webbed the glass he had been resting on. A dozen spent rounds fell harmlessly back from the unbroken window and bounced off his shoulders. The webline was already flying into the green cloud. It connected. Spider-man pulled back and slung himself into the parting cloud of mist.

"Oh, poop," Spider-man adlibbed as the black and red mass slit the fog bank. It was a glossy black spider with a large cannon rising out of its back. Two rocket launchers were loaded and brought to bear under the abdomen. The minigun was slowly retreating into the right shoulder. A second missile menaced on the left.

The beam was accompanied by a thunderous discharge. A bright yellow square slug of lightning. Spider-man let go, dropping and firing two lines at the spidery legs. The head turned following him. He hit the bottom of his bungee line, intent, to slingshot himself up and into the robot with both feet. He made himself a spear. The tingles came again.

"Oh that's just not fair!" Spider-man griped as blades extended form the leg ends and cut the webs. Spider-man had to quickly fire off other webs to stop his descent and begin to climb up to the robot's level.

The Spider Slayer lazily spun on its magnetic flight. It manipulated and extended its legs in an effort to steer. The cannon turned slightly faster. The electric hum signaled another blast for the Spider. This time Spider-man shot his line to the undercarriage of the gun. He was on the upswing and managed to roll outside the mouth of the cannon. He felt his uniform stiffen from the electrical pulse. All the skin on his back tingled with static. He landed on the gun in a crouch.

"Ye-agh!" Spider-man screamed as his hand clanged against the hull. "You really need to see a dermatologist. Your skin's harder than Rhino's."

The bladed legs whipped up to stab him but he cartwheeled forward onto the head. If there was any chink in this thing's armor it was in the neck joint or in the sensory gear attached to its not unarmed face.

"Oh, they just think of everything these days," Spider-man needed to twist and roll around the mandibles. They were steaming as they spat gobs of caustic chemicals into the air. Vents were spraying out more green mist. Spider-man was not worried about fighting blind. At this speed and surrounded by this many weapons he was all in on the spider-sense plan. He managed to dodge and act. He dropped one eye in front of the upward camera.

"Hey, Mysterio and whoever your competent tech is, try and catch me now." Spider-man tore out two antennae like aerials and yanked the lenses off of six cameras. If he had been a man who did cuss, he would have expended his vocabulary. It was like there were no weakness. The cameras just sat in armored recesses with one little hole that barely accepted a wire into the head. He couldn't punch through it. He had to drop and swing. The eruption of his Spider-sense suggested was becoming overwhelming. Between the leg blades, the acid spit, the minigun and the threat of a cannon right by his head. He decided it was time for a run and regroup strategy. This time he was lucky, he webbed both of the undercarriage RPGs and slingshotted off and away from the fight.

"Give me good news Mason!" Vulture was grinding his teeth. His hands gripped the back of Mason's captain's chair as several of the their monitors went black.

"He's taken out the primary visual relays." Mason explained. "The secondaries are coming online and I'm pulling back the shields now."

"Don't just give him more to hit. What about the other sensors?"

"He has crippled but not destroyed the radar system."

"We are still tracking him?" There was a threat in the question.

"Absolutely. We managed to tag him with one of the Slayer's tracers. He is currently heading eastward over Midtown."

"Propulsion's still online?" Vulture demanded.

"Yes, no weapon or mobility system has been compromised."

"Then light the rockets and go get him before he finds and ditches the tracer!" Vulture screamed at what he saw as apparent imbecility.

"Right away," Mason had had better bosses. Chameleon was downright civil. Tombstone had eagerly rewarded his successes. He appreciated Vulture's passion but he was regretting that criminal empire's didn't have a human resources representative to protect them.

"First Mysterio and now a flying robot of doom," Spider-man huffed as he swung hand over hand. His initial intention to run straight for Harry's apartment was out the window. He had to lose the robot and ditch the Spider theme quickly. "Seriously, I'm giving up on robots. The future is in monkey butlers."

The ringtone billowing from Spider-man's pants alerted him to Harry Osborn's skill at telling time. Spider-man sighed and rolled the mask up over his nose. He hadn't had the tingles for six minutes and he had no eyes on the weapon. He decided to risk it.

"Hey, Har," Spider-man webbed the phone to the side of his own face and wondered why he hadn't thought of it before.

"Pete? Where are you?" Harry harrumphed. "We really got to get this done tonight or you'll be out one girlfriend this weekend."

"Yeah, about that," Peter paused nervously, "I don't think that-"

"Don't worry about it." Harry overturned Peter's half-hearted excuse. "I'm happy to help. Besides there's that party at Hydra."

"I don't know if hitting up some underage club is-"

"Everyone's going Pete," Harry decided. "Unless you already asked MJ?"

"No but-"

"Excellent, so are you coming over now?" Harry demanded.

I guess I have to if I'm going to put any stop to this. Peter thought with a grimace. "Yeah, I'll-Lovely."

"What is it Pete?" Harry questioned the drop in Peter's tone. A moment later the connection dropped. Harry fell back into his desk chair. With or without Pete, Harry wasn't dissuaded. He hadn't got an explicit no, had he?

Spider-man had managed to hang up the osberry but it was going to be stuck to his mask for some time. The second grenade rocketed passed him. Spider-man twisted like a falling cat so he hit the skyscraper feet first. He yanked the mask down over his face. Brilliant. Spider-man had hoped beyond hope that this could have been a "live to fight another day" scenario. The fight wasn't ending anytime soon. The green and white light of Oscorp backlit Spider-man. Mason and Vulture grinned at their computer bank when they saw that haloed silhouette.

"No need to concern ourselves with the collaterals here." Vulture grinned. "I want that spider a red and blue stain and if we have to raze Oscorp to the ground to do it…" Vulture shrugged and pulled his lips back into a sadistic smile.

"No means no!" Spider-man shouted at the robot as he dived into a backflip. The spat fire of the minigun sparking and rattling on his most recent perch.

The Spider Slayer was stoic in its response. The pulse from its cannon left a blackened stain across the bricks previously under Spider-man's feet. Spider-man couldn't close the distance. Gobs of caustic slime steamed in passed him and forced him to switch to different lines. "Come on then! I'll show you what a Spider does to flyers!" There was no way to win the game without changing the board. Spider-man ran down the side of the building. His own wall crawling ability the only hindrance between him and freefall. He was forced to tuck and roll. Dodging and leaping over cannon fire and rocket propelled grenades.

The descent of the Spider Slayer was vertical and swift. It dropped and hovered showing a manoeuvrability that belied its size and not streamlined shape. The weapon remained level. Its legs were kicked and coiled to encourage rotations or right small dips to either side. While the rockets had a rotating turret that allowed them to light Spider-man's trail in flame and shrapnel. The minigun and cannon were proving worthless provides Spider-man stayed off the Slayer's main plane.

"Missed! What are you aiming at! My mother shoots cannons better than that!" Taunts seemed to fall on deaf ears. Spider-man almost felt silly for jeering the weapon but he had to stick with what he knew worked. It was time, he was low enough to zigzag across the the street and into Oscorp's facility. His spider-sense hit a crescendo as the street below erupted chaotic. Several police had arrived and even a news van but they were ducking behind corners and piling up into a Gordian knot to avoid the Spider-Slayer's path of destruction.

"Get down you idiot!" The newly uniformed Lieutenant DeWolff dragged Sergeant Carter to the ground behind their car. His first shots ricocheted harmlessly off the bottom of the Spider Slayer.

"Thanks, LT." He smiled up at his partner and she fought a prideful blush. The badge had been given to her this morning. Technically she could have been piloting a desk but she was determined to finish the shifts she had agreed to with Carter.

"No problem, Sergeant," She popped her head up over the hood of her car. The Spider Slayer and Spider-man were now fully into Oscorp. "I guess we have to hope Spider-man can handle the fight."

"He will, LT," Carter really liked using her new title, "He always does."

Oscorp was a single office tower surrounded by several warehouse sized laboratories and workshops. Distillation towers and other great pieces of chemical and industrial equipment created a stainless steel fortress amidst the outbuildings. Spider-man was using them as ties as he zipped around and out of the way of the barrage of weapons. Click, the first of six spare web cartridges snapped into place. Webs began to whitewash over the Oscorp parking lot.

"What is that idiot doing?" Mason scoffed. Fire, acid and blade were making short work of the massive web Spider-man was failing to spin. "Even if he broke the cameras we still wouldn't be blind and he can't be stupid enough to think his webs will catch the Spider Slayer."

"I wouldn't underestimate him," Mysterio announced.

"We're not," Vulture assured, "But we are seeing him coming to the end of his web."

"C'mon you bucket of bolts! Stop trying to hit me and hit me!" Spider-man shouted as he connected two long webs from a radio tower to a delivery van. He dodged forward and just under the minigun hail. He hit the pavement and baseball slid under a pickup truck. and now he was directly under the Spider Slayer. Both wrists fired webs, both had very fresh cartridges. He grabbed the Slayer by its mandibles. With both hands on both tethers he felt his muscles scream and was certain he himself bellowed as he tried to rip open the face of the Spider Slayer. "Oh, here it comes."

It was all Spider-man could do to skitter out from under the weapon as it landed hard. Several nearby car alarms erupted. Spiderman smelt gas. The bullet barrage at the van must have punctured the gas tank. He eyed the cannon training towards him. The Slayer was beginning to fly and turn towards Spider-man. He vacillated. The van was a bomb he could quite possibly blow the head off the weapon with. However the armored Spider Slayer had proven amazingly resilient and so Spider-man hesitated from going after the vehicle. His webs yanked him out of the way of the cannon blast. If only he had a moment to think, to formulate something he knew would work. He landed against the bay doors of one of the laboratories loading bays. He cartwheeled up and out of the way as the latest rocket blew open the bay doors. He wasn't wasting this second bit of luck.

"It was great meeting you, but its time I said good-bye!" Spider-man laughed and swung himself in through the bay doors.

"Go in there and get him!" Frothed Toomes.

"If we can track him shouldn't we just wait until he comes out?" Mysterio was ignored as Mason gunned the propulsion after Spider-man.

Passed the loading area was a mass of boilers and pipes. The air was hot and stifling. Several Vulture's monitors begun to fog up. "Where is the little twit!"

"I've got a lock on him." Mason grinned gleefully.

"There could have been better buildings," Spider-man decided when he landed above the oxidizing and under pressure warnings on the first of several reagent tanks. He looked up to see the Spider-Slayer turning to face him. Its shoulder mounted missile raised up from its shell. "Then again, perhaps not."

Spider-man's webs shot forth and tagged the mouth of the cannon as the missile's thrusters ignited. He felt the tailfire sear his butt as he jetted towards the bay doors as the fires of hell detonated behind him.

"Thanks, buddy," Harry scowled at the dropped call message. He fell back into his computer chair. "This probably will make things easier."

He opened a window for a twenty-four hour florist. He had at least been hoping for Peter to reveal what kind of flowers Liz preferred. He tabbed over to Facebook and rolled his eyes to see who was still online. He smirked as he saw Glory's name next to a bright green dot.

"Help." He wrote in the exclusion of uppercase letters and punctuation, "Friend of mine wanted to ask Liz to Hydra party. Wanted to know what flower to boost his chances with."

The return ding was near instantaneous. "Is this for Peter?"

"How many friends do I have?"

Glory announced through shorthand that she was laughing out loud.

"Facebook says two hundred. But I know what you mean." Harry waited for a moment for her to continue. "Roses and lilies. But Liz is still pretty angry. Better make it a dozen of each."

"Cool. Under your hat?"

"Lips are sealed."

"Thanks." Harry signed off and tabbed back. Tonight the flowers. Tomorrow in public the chocolates. Peter won't know what to do and Liz, well, she can take him or leave him.

"Where the hell are you? Mr Jameson was flying off the handle. I'm worried about you." Betty left her fifth voice mail of the day. She dragged her pillow across her lap.

No one had seen Ned all day. His curt exchange with Robbie had said something about Spider-man. That was moments before the news erupted with word of the pitched battle at Oscorp. She was terrified. Ned was the kind of man who was up to his neck in danger just to get a little closer to Spider-man or the Goblin. She looked at the clock. She wasn't getting sleep anytime soon. She looked at her phone.

That night she spent more on delivery than she had in the last few months. And yet, the comfort food was little comfort. Staring at the ceiling, her cellphone resting under her right hand so that the moment it vibrated with Ned's call she'd have it to her ear.

Closing her eyes and being no closer to sleep she said aloud: "I think I hate reporters."

"Listen to your father, you little tart!" MJ turned to face her father. In her hand she increased the television volume with the remote.

"The explosion was massive! Neither Spider-man nor the robot have been seen since the west side of Oscorp had collapsed in the-" MJ turned to the screen and her fair skin ran pale. Peter. The pictures she had seen this morning still iced her insides. She dropped the remote and tried to push past her father. He grabbed her by the upper arm.

"You do not step out on me when I am educating you, girl," His voice growled inches before her face.

"Don't rile up you father, Mary," Her mother said from the kitchen doorway as MJ stepped back and wrenched her arm from her father's grip.

"Peter's-"

"This rebellion is all about you getting some dick?" Her father was red-faced. Veins rose on his throat and forehead. He reached for his belt. "Perhaps I should fix you like I did your mother."

Mary was surprised her shin didn't crack with the force she swung into his crotch. Windless and boneless, her father dropped. MJ ran passed her mother to her room. She grabbed her schoolbag and the suitcase she kept under her bed for when she really had to go to Aunt Anna's. She didn't give her mother a second look when she pleaded for her daughter to apologize. The door slammed shut behind her. The tears that threatened were for Peter, her dad didn't deserve any more of hers.

"Neither Spider-man nor the robot have been seen since the west side of Oscorp had collapsed in the fireball. With the mountain of brick and steel on top of them, our experts are not hopeful. Emergency response is waiting for bomb squad support before-Wait, the rock and brick are moving. Its-" Liz yawned. She clicked to the next channel.

She turned her head slightly when the buzzer buzzed. Shrugging her shoulders she settled deeper in the couch cushions. The buzz came again. She pulled her textbook from the next cushion across her lap and shut off the TV.

"Dad! Someone's at the door!" She shouted through the apartment. She was not in the mood to deal with whoever needed her dad this late. Sighing, the hotel owner came out of the other room and crossed the room to the wall panel.

"Yes?" He asked pushing in the button.

"Delivery for Miss Elizabeth Allan." Squawked the voice on the other side.

"This late?" He sighed. Looking over through the living room he looked at his daughter. He really needed to talk to her about her online shopping habits. The credit card he had trusted her with had been for emergencies. "Come on up." He pushed in the door release button and crossed the room. His determination left him. He already had one kid in jail. Liz was a good kid and she was not going anywhere near that road. If she had wanted to buy something for herself every couple of months it wasn't going to break his bank.

"Door's for you, princess," He explained walking behind her on the couch. "Your mom and I are going to bed. Get the door if you have any more packages coming."

"Packages?" Liz asked confused. She slipped her books off her lap again. "I didn't order anything-"

But her dad had shrugged and had started down the hallway to his bedroom. Liz had a second of consideration. she was only wearing a long jersey and her panties. She slipped her feet into the fuzzy slippers by the couch. She brushed her limp hair with her fingers as the knock came at the door.

She looked through the peephole to see a man in a white cap and yellow shirt. He had a large paper wrapped package under his left arm and a clipboard rapping out some rhythm that only he was privy too. Liz opened the door.

"Miss Allan?" He asked. Unprofessionally admiring her legs. Liz's eyes were on the package, questioning what it could possibly be.

"Yes that's me," Liz looked up to see the delivery man's eyes were they ought to be.

"From someone special," He flourished a bright smile and handed her the paper.

"Thank you," She mumbled and closed the door as he turned to leave. she immediately locked the door behind her and rushed over to the kitchen counter.

She wasn't an idiot. She could tell from holding it and the conical shape that she was holding a bouquet. She ripped the paper open and her eyes grew wide and her mouth opened in a gasp. It was a beautiful arrangement of twelve roses mixed with thirteen lilies. The center Lily had a sky blue dye inside its petals and there was a small card pinned to it. Liz had to slow her hands as her first grab for the card would have immediately beheaded the flower.

"Liz, for all the times I was wrong. You're more special that I could even believe. I want to make amends for what I did, I want to love you again, I want you to have me. Petey."

Liz was literally jumping and giggling. She couldn't believe it. First he threw off MJ and now he was directly wanting her back. She had to call him. She had to find him. First she was going to put these into water. It was lovely. She was smelling the bouquet, not quite containing her excited glee.

"We're still responsive," Mason reported for the thirteenth time.

"But we're immobile!" Toomes pounded his fist onto the display case.

"Why don't we fire the grenades?" Beck suggested.

"Have you ever exploded a firecracker in your fist, Mr Beck?" Adrian Toomes turned on who he saw as the weak link in their conspiracy. Mysterio waggled ten fingers in the negative.

"But these are just flimsy bone and skin." He pointed out. "We armored The Black Widow so Molten Man couldn't get through its shell."

"He's not wrong, Adrian," Mason pointed out with some tiredness. "We loosen the rubble and maybe we could punch through with the rockets."

"Chances of success?" Adrian grinned.

"Infinitely better than leaving it buried." Mason pointed out.

"I want the magnetics pushing up with everything." Adrian adjusted the the inputs on the control panel before him. Mason armed the RPGs. Beck took a step back so he could watch the show on the five black monitors.

"Fire in the hole!" Mysterio announced as Mason moved his fingers to the launch button. Toomes turned and grimaced at the actor. "I always wanted to say that."

Mason sighed. Black monitors flashed, red white, and brown. Swirling fluorescent lit dust clouds appeared midst dark grey brick borders. Toomes slammed the the rockets command. This response was more explosive. Rock and mortar burst and billowed off the dinged and battered hull as the Spider Slayer broke out and into the New York night.

"Yes! Fucking yes!" Celebrated Beck like his team had just scored the winning touchdown with seconds left in the fourth.

"Good work gentlemen," Vulture steepled his fingers and leaned back into his chair. "Now let's kill us a hero."

"Sir, I'd really appreciate it if you stepped back." Jason had little control over his employer. Politeness was a last ditch effort to keep the perfume magnate from climbing over the rubble towards the wrecked outbuilding.

Police and cleanup crews were sectioning off areas. Reporters, ambulance chasing lawyers, and slack jawed spectators were crowding wherever they could find room.

"If you're worried about what I'm getting into, keep up," Kingsley huffed. Since his first run in with Spider-man things had become complicated. Manfredi was rising to power and she knew all about him and his ambitious nature. Rhino had stomped his 500 million purchase into powder. That bitch Vaughn-Pope wouldn't take her settlement and shut up. Jason had been the first step in solidifying his position of control in New York. Oscorp had been second. He had felt like a king overlooking his filthy subjects the first minute he had taken over Osborn's top floor office. He was beginning to think conquering the world was harder work than he had imagined. He needed something more. There were so many accounting loose ends and buried funding in the books he was certain he would have struck gold by now.

Now Oscorp had been attacked. There were no reported injuries. The only employee who should have been near the building that had collapsed was security and he was unscathed keeping back that Asian Bugle reporter. The one who had come to the Oscorp commencement with that Spider-man photographer.

"Jason, the man from the Bugle?" Kingsley tilted his head.

"Ned Lee," Jason confirmed. "His articles lately have been following Spider-man and the so-called supercriminals."

"Good," Kingsley nodded, "He'll do fine. Let him in and give him an exclusive."

The point had been too fold. As much as he felt that Jason was needed he was sick of the mother hen routine. Of course, the man was quite capable. He wouldn't have the job without. When Jason radioed their security man at the police tape, Kingsley gave a gruff sigh. Macendale followed him as he approached Morris Bench his clean-up crew.

"Boss says you get a pass," The black security guard lifted the tape for Ned to pass. Immediately the other vultures descended on the guard.

"Hey why's he get to go in?" "I was here first!" "Hey if there's a story to be told Fox news will tell it better." The security guard groaned. His job was so much easier when all he had to say was no. One yes and he was going to get dragged around all night.

"The devastation is contained to the single outbuilding," Ned Lee spoke into his voice recorder. He ignored the vibrating phone in his breast pocket and continued. "Mr Kingsley is on the scene overseeing the cleanup and mitigation his team is providing. He seems to be welcome, oversight of a compassionate boss."

Ned approached Roderick and found himself eye to meat with the black tie personal security man. "Excuse me, I was wondering if Mr Kingsley had a statement?"

"Mr Kingsley?" Jason looked back over his shoulder. His boss had let the newsman enter the wreck. Jason expected the man to have a plan.

"Yes, of course," Roderick grabbed Bench by the shoulder and encouraged him to work fast and safely. "Mr Lee was it?"

"Yes, Ned Lee, Daily Bugle," Ned managed not to be surprised by the foreknowledge of Kingsley. "Tell me what happened here."

"Well, Spider-man began the fight with the robotic spider somewhere in Midtown. The fight carried to here and ended in this climax. I am uncertain as to which of Spider-man's many enemies would have the resources or skills to produce such a weapon. I just hope that my men are right and nobody has been hurt."

"So you don't believe that this attack arriving at Oscorp was the motivation of the fight?"

"No, but based on the extent of the destruction I feel this may have been a serendipitous set of circumstances for the weapon." Kingsley managed to look tired. "Osborn's forays into the criminal are well known. Doctor Octopus is said to have started here and the Vulture's vendetta against Osborn has been well documented. However, naming names or pointing fingers would certainly be circumspect of me."

"You mentioned that all of the employees were accounted for?"

"Yes, the factory destroyed was fully automated. Our security man was luckily passed this part of his rounds at the time of the fight."

"That is very good news," Ned Lee agreed. "May I look around?"

"If you don't get in the way of the police or the cleanup crew," Kingsley waved Ned Lee onward.

"Thank you sir," Ned assured gratefully, "Good luck in getting this sorted out."

"Mr Lee," Kingsley smiled. "A man of my means is forced to make his own luck."

Ned pocketed his recorder and started off towards the wreck. Jason turned to Kingsley, "Is this wise sir?"

"The Bugle is an established piece of New York history." Kingsley responded, "The media was going to get their teeth on this bone either way. I feel it most prudent to had the reigns to the people most likely to put the mess on Spider-man's shoulders and as far from mine as possible."

Jason looked suitably impressed. He shrugged as Kingsley turned and began his own rounds of the damage site.

He stood over the breached rubble. This was where the robot had escaped from. Reports were sending it towards Queens. The further away from him the better he decided. This was a goldmine. The collapse revealed, by shattering the concrete floor a sub-basement. Judging by the decals and signage, it was for little used laboratories. It was a tight fit but he managed to slip in and through the mess. He was immediately told to step back, to step away. He had no intention of listening. He dropped the last few feet. He landed half on a slab of stone and nearly collapsed as it gave out. The voice overhead was clucking madly again. He had fallen into a gold mine. To the left were glass and steel doors. Marked for dangerous chemicals. A heat resistant plastic mold was tubed off to empty vats marked for high-chain polymer, liquid steel and nanofiber fluids. To the right were double doors. One side cracked and broken off its hinges, it limped to one side only vertical because of the chain that reinforced its lock. He lifted as he stepped inside. The lightswitch didn't respond, he was forced to take out his mobile phone and load up the free flashlight he had downloaded.

"Unbelievable…" He groaned wide-eyed. Racks of pumpkin bombs, yellow brown Goblin suits of unpainted kevlar, four Tech-Flight gliders, sheets of wing-bladed throwing knives. This was the motherlode. He had found it. Finally.

Forest Hills had never looked so beautiful. The flood lights of the street lamps and the warm families in warm houses with warm beds and cool pillows. Spider-man was looking forward to waking up in the middle of the night and rolling his pillow over just to go back to sleep with that comfort against his ear.

He was only twelve blocks from home when the tingles started again. "What?" He seethed. "How does it keep showing up? Now I know what Sandman was whining about."

Peter Parker landed in the middle of the street and looked up at the weapon. "Come and get me! I'm ending this here!"

Mary Jane Watson had thrust the last of her money into the hand of the cabby as she pulled up in front of her Aunt Anna's. Her favorite relative looked up from the conversation she was having with May. "I wasn't expecting you tonight dear."

"Yeah, I know but-"

"No buts," Anna shook her head. She knew that suitcase and knew it was better for MJ to tell her than for her to interrogate the girl. "Your room's as you left it."

"Thank you," MJ walked up and hugged her aunt. She turned to May. "Is Peter home?"

"I was hoping you knew where he was." May growled, "He's usually quite good about calling when he's nearing curfew but I can't get ahold of him."

"Uh-" MJ grew pale. She wished she had heard that entire new report. What was happening? He couldn't be dead. Oh my god! Tears threatened when Flash shouted.

"Hey, Mary, did you hear? Spider-man's fighting some sort of flying tank down the road."

"What?" MJ twisted. Her bags dropped onto Anna's porch.

"Mary Jane where are you going?" Anna blanched as she witnessed Mary Jane rush down. The girl grabbed Flash's wrist and begun hurrying down towards where the booms had started.

"You call the cops and tell them," May acted, "I'll go bring the stupid children back."

Spider-man weaved between the first two rockets. He was frustrated. He had thrown everything he could find at the tank and all it had suffered were several dozen scratches. Most of which must have occurred at the Oscorp battle. "I never thought I'd miss Mysterio's robots. Why can't they make them like they used to?"

The redhead had led the quarterback to the ring of police cars. A lieutenant was just arriving on the scene and she was busy trying to shout at her people into position. MJ moved to charge right by her squad car.

"Mary Jane stop!" Flash's leg gave out as he swept up the panicked redhead in a bear hug. They tumbled onto the street. "Shit! Ow! No, I'm not letting go!"

"Flash! It's Peter!"

"Peter! What about Peter!" May rushed over to the collapsed teenagers and sunk down into a frog squat. "Mary Jane what's wrong?"

"Peter's-" She couldn't say. Some secrets save lives, Peter truly believed if May knew he would just be endangering her. "Peter's taking pictures and-"

"Peter quit the Bugle," Flash and May said at once.

"He hasn't stopped taking pictures." She lied and tears welled up in her eyes, "He's going to get hurt."

Flash, with May's help, managed to sit back onto the curb. He didn't let go of MJ who was still wild and terrified. "Give me your phone."

Flash fished MJ's phone from her pocket and handed it to May. She immediately hammered in Peter's number and called him. She hoped he would answer a call from MJ because he hadn't taken her two calls. She was terrified, how could he be so stupid? It was bad enough when he was getting paid but to be going after the masked vigilante for what? Entertainment? That was something she couldn't accept.

Spider-man's phone rang with MJ's ringtone from his utility belt. She couldn't be that needy. There were police and news crews walling in his battlefield. Surely, she knew what was going on right now. Peter ignored the phone call. This was getting crazy. The Spider-Slayer hovered in the middle of the street. The roar of its minigun followed Spider-man as he rushed around in a circle. He tried to keep the bullets aimed low. The pavement was chewed up. As of yet no stray shots had started rattling through the neighborhood houses.

"C'mon, clunker! You gotta hit me some time!" Which was undeniably true. Superstrength or no, he was going to get tired, careless or just unlucky. He hopped against a news van and yelled neener neener neener at the flying death machine. The reporters fled. Smart, Spider-man was jealous. He jumped, flipping sideways as the minigun chewed up the side of the vehicle. Spider-man landed over the six-barrelled chain loaded gun and hollered as the weapon burned his hands. He grunted as he reached in and grabbed the belt of bullets hauling back as the weapon was neutralized with a metallic snap. He had almost no time to flip out from where the bladed leg kicked up in the aim of his decapitation.

"One down, now just to take out the swords, bombs, acid and cannon. Oh and look at that, it still has a missile. It's like my birthday." Spider-man groaned. He landed on the pavement with a light splash. Without his wallcrawling powers the slick ground would have unbalanced him and he would have fallen on his ass. He jumped aside, the smell of gasoline permeated the smoke heavy air.

"Hey, how often do I get a second chance?" Asked Spider-man looking at the van. He listened to his spider-sense ducking under the latest belch of acid. He immediately rolled into a forward cartwheel. He landed and jumped forward. He lowered himself down on the head. He pressed his eye to one of the remaining cameras. "I hope you've got good seats, because the finale is going to be a blast."

"What is the arachnid talking about?" Vulture growled at the camera. Tinkerer aimed the cannon and fired. The blast rang out less than a second after Spider-man had disappeared. The crack of thunder boomed over their loudspeakers. Vulture's eyes scanned the monitors. There was no Spider-man. "Find him! Kill him!"

"Hoo, that was close," Spider-man rested on the far side of compromised news van. Some people believed that shooting the gas tank of vehicle made it explode. That's Hollywood magic, a bullet into the gas tank will just cost you several bucks worth of leaked fuel. But hit a perforated gas tank with an RPG, then you got something.

The Spider Slayer slowly stalked in a widening circle hunting for the Spider-man. The Spider waited, leading the robot into his trap. When the first of the Spider Slayer's legs cut the radio array off the top of the news van, Spider-man caught the red appendage with his webs and hauled himself up and over the van.

"There he is!" Mad-eyed Vulture slammed his hand down on the attack command. Acid, claws and grenades closed on Spider-man. Mason looked on with glee. Only Beck showed hesitation, only Mysterio expected the ruse.

The weapons collided together as Spider-man landed in a frog squat under the Spider Slayer and vaulted forward with all the power in his legs. The fireball was smaller than at Oscorp. But the direction of the blast slammed the van up and into the undercarriage of the Spider Slayer. Spider-man kept running as the robot tumbled and shook. The Spider Slayer did a barrel roll. It flipped just over two hundred degrees landing hard into the middle of the street. This explosion rivaled Oscorp. The Spider Slayer landed hard and flat down onto its missile. Spider-man only managed to get on the other side of a beat up Ford and duck his head as the windows blew out overhead.

"What just happened?" Toomes went pale as the all of his monitors winked out at once.

"We underestimated Spider-man." Mysterio turned and stalked away from the geniuses.

Dizzy and battered, Spider-man rose up onto his feet. The air was polluted with the flash of red and blue. Spider-man saw the head of the Spider Slayer was still shaking back and forth. Its acid leaking over its upside down face and scoring deep into the camera recesses. Spider-man rushed over and yelled. "How! How did you follow me here!"

He brought his heel down hard onto the previously indestructible armor. The metallic crunch alerted him. He pulled his foot away and noticed the broken white plastic and stripped wires. "What is this?"

He recognized components: transistors, inductors and resistors. The wreckage told him nothing. He quickly searched around. Much of the machine had been gutted in the second explosion. However, at the based of the neck, where Spider-man had expected weakness he found the box. There were dozens of the little sticky bastards. Spider-man punched and tore out the box. They were connected to a GPS tracker. That was immediately smashed under his fist.

"What are you taking from there!" Lieutenant DeWolfe accused.

"Ah, let him keep it," Sergeant Stan said as Spider-man tossed a web out and immediately moved to escape. DeWolfe kept her sidearm trained on Spider-man until he disappeared over the nearest home. "Do you really want to be the one who goes after whoever made this?"

"Fine," She holstered her weapons, "C'mon, looks like we're going door to door. Make sure no one needs the EMTs."

"Hey Captain," Sergeant Stan Carter greeted his superior with a tired grimace, "When are Morrie and the boys getting out here?"

"We can't wait for Oscorp's team." Captain Stacy announced to the officers and fireman who had gathered around the headless dreadnought. "They're still knee deep in their own rubble. This is Alistair Smythe he will be directing Tri-Corp's cleanup of the weapon."

Alistair slalomed his wheelchair through captain and sergeant. His face was an unforgiving mask of excitement. A pretty dark cop lifted the police tape for him to pass. He never looked once at her. His team of rubber suited specialists hurried to keep up.

"Sir! You really should be further back." The first man stopped at his his shoulder. "There are still live munitions and-" He saw that his director was wheeling further forward. He picked up a small collection of electronics that was slightly damaged from acid. The team member tried again. "Sir, what would Mr Smythe say?"

"Right now," Alistair widened a bright grin, "Mr Smythe is telling you to bag everything as whole and undamaged as you can."

"The police-"

"Catalogue everything. I don't want you to leave a bolt behind." Alistair turned over the component in his hand. This was incredible and yet cobbled together by clubbed fingers and weak minds. In his hands… He turned and rolled back through the tape.

"Behind a desk tomorrow," The dark skinned cop promised herself in a steady mantra as she jumped her feet from the path of Smythe's wheel. "LT DeWolff."

"Captain?" Smythe looked up to Stacy and immediately appreciated the man. The policeman didn't even see the wheelchair, just the man and what the man needed to do. There were too many men like that. Alistair believed himself to be that kind of man. "We will be transporting the materials to Tri-corp."

"Excellent, I'll attach Officers O'Neill and Gonzales to our forensics team." Captain Stacy surveyed the area and decided that he should move along and check out the other battlegrounds. "Do you think we'll be able to figure out who created this?"

"I haven't checked the processor or the communications equipment, but I am confident in my ability to trace it back to its source."

"Up to your room, now Peter!" May wasn't often angry and Peter wasn't quite sure how much worse it felt to see her this livid versus barely surviving a fight with a robotic killing machine.

"Good night, Aunt May," Peter said defeated. He turned towards the stairs. His Osberry erupted with Liz's ringtone.

"Give me your phone, Peter," Aunt May held out her hand. Her eyes were flat and angry as Peter put the device into her hand. He turned back to the stairs. He stopped several steps up as he heard his Aunt answer his phone.

"Hello Liz, I just wanted to tell you that it is too late for you to be calling."

"Oh, I know, and I am sorry Ms Parker its just I learned that Peter did something very nice for me and I wanted to thank him right away."

"Well I'm glad that Peter had broken his curfew doing something for a nice girl," Aunt May side sitting down at the kitchen table, "However, we had an agreement and he broke it. I'm afraid I've suspended his phone privileges."

"Oh," Liz didn't know what to say, "Will he still be able to tutor me this weekend?"

"He will. I'm not going to cost you your grades because of my nephew's inconsiderate nature," May agreed. Liz sighed relief. May recognized the sounds of attraction in the young woman's voice. She felt the need to speak. "However, he is grounded, when you are done studying he is coming straight home."

"I can work with that," Liz smiled, "Thank you Aunt May. And tell Peter thank you for the flowers."

"I will, go to sleep Elizabeth. It is a school night."

"Yes, ma'am," Liz sounded as if she had just been sat up straight. "Good Night, May."

"Good night." May put the phone down on the table. Silently, she asked Ben for the strength she needed. She felt better knowing he had given Peter such a firm base to build from. Peter was a good boy but the fear he had put into herself and Mary Jane Watson wasn't going to go away very quickly.

 **Next Law 308 - Appeal**


	8. Law 308: Appeal

Law 308 - Appeal

"Desiree, this is unacceptable," Roderick Kingsley sat down across the boardroom table from his current antagonist. This was all a tactic, a see-through mockery of camaraderie. Kingsley was dressed superbly wearing a dark purple suit and red shirt. The flower in his lapel and the fragrance on his person were a slap in Desiree's face. "We're experiencing needless losses and delays. When it was agreed to put sales into your hands there was an agreement for your best. I'm starting to see why Revanna struggled."

The "we" cut the deepest. January 1st Kingsley had come for Revanna. Desiree's last ditch efforts through Christmas, on the ground, in the faces of any potential customer because she couldn't afford another saleswomen, had been fruitless. The only thing she had to show for it was a memory of coming face to face with Spider-man.

The legal, ha, takeover of Revanna by Kingsley would have left her destitute and listless. She had managed to assure this position with the expensive aid of a local PI named Ashley Moon. She hardened her eyes. She wasn't going to be bullied further. "There are costs to doing business, Roddy."

"Yes there are," He responded to her mirror of his familiar reach with a smug smile. "However the troubles highlighted in your folder suggest sabotage."

"Are you making an accusation?" Desiree sat rigid.

"I would hate to make this get together hostile, Desiree." He didn't lose an ounce of composure.

"Then all you have is hearsay. I won't sit through this persecution." Desiree stood up. Kingsley appeared aghast at her tone and demeanor. She marched towards the door. Her hand stopped at the knob. "If you were being sabotaged, it would take years to even touch the profits you're bleeding out of my work and my dreams."

She ripped open the door to see Jason carrying a folder. "Your dog is here, Roddy."

"Ms Vaughn-Pope," Jason remained in her path, "You'll want to sit back down."

The blonde sneered at the bodyguard. The staring contest was in his favor. She curled her lip in disgust as she marched back to her seat. Jason stood over the shoulder of her chair. She adjusted the silver blouse she was wearing. She felt exposed and vulnerable between these two men.

"In this proposal," Kingsley opened the folder in front of Desiree, "You'll see an agreeable solution."

The charts and affidavits were doctored. Evidence planted and conceived to match the damage she had caused. Only, she had been clever and traceless. Given time she could fight it, but she had little savings and Kingsley could tie this up in court forever. This weapon of his was worse than the corporate muscle she had been hammered with over the last two years. She snarled. It took months of lawyering to find her any headway last time.

"You have me over a barrel," Desiree turned through pages. The severance was the rest of her year's pay. There was no victory in that but there could be opportunity. "What is it you want?"

Some small part of her dreamed of being coerced into a sexual affair. Not out of attraction. Kingsley was slime as far as she was concerned. She just wanted some means to fight him. He had taken her ideas, her dreams, her hard work. What was her pride to hurt him?

"Just sign the forms, Desiree," Kingsley affected an air of remorse. Jason handed her a fountain pen. She sneered. Her signature was beautiful quickly over with; a theme to all of the events in her life. "Do you need to be escorted out?"

"Roddy? Please go straight to hell." She answered yes.

* * *

Martha Connors leaned back against the glass doors. Florida wasn't treating her well. Picking up and moving from the city she had adopted and loved was hard enough. Feeling the foot on her ass to get her moving was enraging. Curt had been despondent since The Lizard. The few moments of the old Curt since then had been chased by immediate favors. Billy missed his friends. He wasn't taking to the new school with anything but antagonism. Martha had hoped she still had five more years before he grew into a disgruntled teenager. Life went on. She rolled her shoulders and stood up. She stepped forward to enter the supermarket.

"You look like you're having a bad day." The woman's voice made her back stiffen. Martha had been living fairly insular since coming to Florida and wasn't expecting anyone to take an interest in her. The woman who talked to her was tall and beautiful. A black woman with the hint of a Caribbean accent. She was probably a few years younger than Martha.

"It's not just the day," Martha sighed. She hated being so gloomy, "But I can push through it."

"It's not always just pushing through it that needs to be done," The black woman fell into step beside her. "I find a distraction helps."

"I haven't really had time to find myself distractions since I moved here."

"Oh?" The black woman smiled, "I'm new to the state as well. Just a few days out of New York City. It's so hard when you don't know anyone."

"New York? That's where my husband and I came from," Martha lit up a smile, "Well, you know someone now. I'm Martha."

"Calypso," The black woman took Martha's hand, "Let's say we get to know each other as we buy healthy food for people who won't appreciate it."

"Ha!" Martha smiled, "You know, I can see us being quick friends."

* * *

In nature, everything is connected. As scientists we explore and expand on those connections. Maybe as people, we should do the same?

That had been the first connection Peter had made with Liz. That had been September. Things had changed since then. She had barely kept a thought in her head. The quarterback's girlfriend, she had built the socially acceptable persona of the dumb cheerleader. Peter had given her more.

"You can be a nerd," he had told her. "You're smart."

Peter Parker had seen the best of Liz Allan and expected it of her. In doing so, she could hardly remain the half person she had been with Flash. She blamed herself for that relationship. She and Flash had done more growing up in the last nine months than they had in all their life. Still she bombarded herself with ifs and whys. If Flash hadn't been hurt, Liz would have been with Peter in early November. In that tiny window, Gwen had muscled her place in Peter's heart.

She loved Harry Osborn. Whatever Liz believed about Peter and Gwen, she knew they wouldn't be together. Gwen had chosen Harry. Gwen wouldn't leave Harry and steal her Petey.

Still he had hurt her. He had dressed up some it's not you it's me horseshit. Nothing had hurt like that. Not the fear she had felt when Flash went into surgery. Not the anger she felt when Mark had become Molten Man and was determined to gamble out of his hole.

Heartache had armored her. Liz had become someone who could keep Peter if not love him. He had saved her again. The flowers were both apology and testament. She had known he had feelings for her. He couldn't hide that. She had been second and that had stung. But now she was together with Peter. She understood. She had realized that love wasn't being the first one but being the right one.

He cared for her and she saw it in everything he did. She learned from him and more than just biology. She had a goofy smile on her face while he explained how mitochondria produced energy.

"ATP is-Whoa! Liz!" He was cute by how much he jumped when her hand settled on his thigh.

"Maybe its time we switched to chemistry," Liz suggested through a heated smile.

"I made a promise to you, to Aunt May, to professor Warren to bring your grades up." Peter ended the kiss.

"And you think I'm not going to make it?" Liz cocked an eyebrow and grinned.

"No, actually you're going to ace it," Peter backpedalled, "You just need a little more work and you'll be at the top of the class."

"Well I'm never going to beat you," Liz pointed out.

"No," Peter's agreement caused Liz's smouldering gaze to burn. "But it doesn't mean you can't tie me for a perfect score."

"Ha!" Liz laughed releasing a tension she hadn't quite felt coiling inside her. "There's got to be a good way to see how much work I need."

"I could quiz you," Peter suggested, "That'd be the easiest way."

"Excellent," Liz sat up, shook out her hair and smiled. Peter overcame his temporary hypnotic trance.

Peter closed the textbook. "What are the 5 kingdoms of living organisms?"

"Animal, plant, fungus, eukaryotes." She stopped for a second just until the look of pride on Peter's face started to waver. "Prokaryotes."

"Right," Peter grinned and then twitched at the clump clump of Liz's shoes hitting the floor.

"What are you doing?" Peter asked shocked.

"There's got to be some prize for getting the answers correct." Peter jumped as she felt her sock slide down the inside of his thigh. "Now close your mouth or you'll catch flies."

"Uh..." Peter closed his eyes and thought. "What is DNA an initialism for?"

"Deoxyribose Nucleic Acid." Liz responded quickly and sharply. She grabbed the hem of her teal t-shirt and ripped it off her torso.

"I don't know if this is the best test of your skills," Peter goggled at her blue bra, "I don't want you to get these questions wrong."

"Your Uncle Ben taught you a lesson." Liz pointed out. "You're not the kind of man to be corrupted by power."

The statement of fact enamored Peter further with Liz. She had also picked that moment to hand her right arm over the back of her chair. Her breasts displayed outward.

"What is the difference between plant and animal cells?"

"Plant cells have a cell wall made of cellulose and are more square than round in shape."

"Excellent!" Peter grinned. "Liz, what the-"

"I got the question right." She grinned sinking downwards. "I choose what clothes come off."

She stood up with a wide grin and both of Peter's socks. Peter watched her settle back onto her chair. Her beautiful smiled dared him to choose a harder question.

"What is the process by which life continues to evolve?" He softballed.

"Natural," Liz grinned to display her teeth, "Selection." She thought for a second and then hopped forward. She pulled Peter's blue and grey shirts off together.

"Hey that's two articles of clothing!" Peter managed no legitimate outrage.

"I thought you were in a hurry with these easy questions." Liz shrugged the challenge was clear. Peter wouldn't have his teaching skills besmirched.

"Fine," he grinned darkly, standing up in front of Liz. She looked up at him. Her smile was both innocent and daring. "What are essential amino acids? Name five."

"Better." Liz stood up. The distance between them negligible. Peter felt tingles running up his spine. He could feel the cups of her bra lightly pressed against his chest. They never broke eye contact.

"Essential amino acids are amino acids the body is unable to produce on its own. Therefore they must be provided through diet."

"Exactly right." Peter said and Liz reached behind herself. He felt her breasts jiggle as she unlatched their support. "Slow down Liz. You still have to name-"

"Lysine." Liz interrupted. Peter nodded and she reached forward to unlatch his belt. "Tryptophan." She pulled down his zipper. Peter swallowed air. "Phenylalanine." Another nod and she undid the button of his jeans. They began falling down his legs. "Methionine." Peter was now smiling like a fool. Liz pulled down the zipper of her skirt. That tumbled to a crumpled heap around her ankles. "And cysteine."

"Actually, cysteine is a nonessential."

"Damn!" Liz barked with feeling. She reached up behind her self and closed the hooks of her bra. She stepped back from Peter. Turning from him, she stomped and cussed. He laid his hands on her shoulders.

"C'mon Liz that was a pretty advanced question. If Dr Warren asked something like it it would be circle two essential amino acids." Peter stepped against her back and wrapped his arms around her belly. She smiled triumphantly at the hard penis pressed against the top of her butt.

"Almost isn't good enough, Peter." Liz turned and put her arms over Peter's shoulders. She caught his eyes and stepped forward and leaned her head on his shoulder. "I need to make you proud."

"I am ecstatically proud for how far you've come." Peter kissed her black hair. He took his hands from her side and began pulling down his underpants. "I know you're ready. I'm going to be fighting you for top marks."

Liz looked up brightly. Had he just said that she would outscore Gwen? Her smile turned feral. Her breath grew hot. Her panties flooded. She needed her Petey.

Peter worked her bra off. The spider-sense aiding him and in his confidence he stepped back pulling the garment down her arms and away from her body. She had dark nipples, erect and excited standing up from her breasts. The were high, round, full and beautiful. Peter would have swept her up in an embrace. Kissing her fiercely while he took her flesh in his hands and worshipped her. Liz acted faster than Spider-man good she sank down to her knees. Her long slender fingers directing his cock to her glistening lips.

"This is a beautiful cock," She whispered hungrily. Her left hand was cupping his balls. Lovingly, stroking the down from his shaft. Peter stepped a little wider apart. She kept her index finger draped over top of his cock. The nail of her pinkie finger scraped down across his asshole. Her right hand held the shaft. The pad of her thumb setting pressure against the base of the head while her fingers tugged up and down over the top of his shaft. She kissed the red head along the bevelled foreskin. Returning to rub her tongue back around. Peter grabbed her hair.

"Liz! I'll come! Slow down. You-Ah!" Peter grunted as he quickly succumbed to Liz's expertise. Her lips squeezed down over top of his cock and her hands tightened. She pulled every drop of semen onto her tongue.

A dribble escaped the corner of her coy grin when she looked up at Peter. Her boyfriend's head rolled backwards. She licked around her lips to keep from spilling anything on her kitchen floor.

"How's that Petey?" She asked as Peter finally breathed and slightly recovered.

"Liz! I kinda don't deserve you." He gasped. His hand stroked her cheek. She nuzzled into the caress. She didn't agree with him this time. Her fingers slipped back over his cock. He was already recovered.

"Oh, Petey..." She smiled up to him. He reached for her elbow and lifted her to her feet. "I'm always surprised by you. Do you know how strong you are?"

"Not always," Peter grimaced but she pushed her right knee over his left thigh and brought her lips to his. Peter accepted the kiss without considering where her mouth hand been. He let his hands settle on her hips. He pulled her body forward as she rolled her shoulders up. She kissed down onto his tilted back head. The stiffness of his cock rested against the soft skin of her thigh. He was balanced on the lip of his chair with just the curve of his ass.

Liz picked up his cock in her hand. It was still slick from her saliva. Her fingers tried bringing it to her sex. She had never felt so ready for sex. Peter seemed excited to. He was guiding her hips toward himself.

To Peter it was an awkward position but not undoable. The limits of his balance, flexibility and strength had been so far expanded that he could easily make it work. Every moment that he felt the press of her soft brown skin against his was incredible. Every second he saw the sexual drive reflected in her eyes was unmatched. Every kiss. Every whimper. Every connection. The head of his cock slipped up from her vagina and bumped into her clit.

"Petey..." She moaned. She took the base of his cock with her index finger and thumb.

To Liz it was hard to concentrate. She had spent weeks and weeks in a hurt filled angry denial. She was finally having Peter. Every previous fuck had been nothing more than a bookmark. She was impatient to get him inside her. There was no bad feelings in her heart. She would be filled by him. Their physical arrangement was horrid. Peter's cock slipped backward to be nestled between the curves of her ass.

"Petey?" She leaned forward and crooked her head into his shoulder. He brushed her hair. She shivered, expecting a collapse into a heap on the floor. "Let's try the table."

Their biology textbooks smacked the floor with two thumps. Liz moved the vase of Petey's flowers to the kitchen counter. He came up behind her. She felt his erection flush against her naked back as he started kissing the corner of her neck. She guided his hands. From her left hip to the valley of her breasts. Peter felt the fluttering beat of her heart. He nipped her neck as he collected her breast in his hand. His thumb crooked over her nipple. Hard tipped and pointing outward.

"You have such an incredible body." Peter praised. She directed his left hand over her waist and across her stomach. He began the descent and she reached into his hair. Her shoulders falling limp against his chest.

The fingers that teased her pussy were so strong. Liz had been excited, craving, ready. The first pressure against her clit nearly jellied her knees. She gripped tightly around Peter's head.

She was so wet. Peter swirled the tip of his middle finger over her clit. She gasped. Shudders running under her skin. He held apart her lips. Her need was drooling over her thighs. Peter started walking her backwards. He needed to satisfy the erection held against her back.

"Liz... Liz..." He whispered when he bumped into the kitchen table. He nipped the lobe of her ear to get her attention. Liz only sighed. He stopped caressing her sex.

"Huh? Petey?" She struggled through the haze. He turned her to face her. She accepted the kiss as an explanation. Liz turned the two of them. She hopped up onto the lip of her table. He pulled her knees apart. If he was any taller or shorter he would have had to take a an awkward bend of his knee. This was it. Peter grabbed Liz underneath her thighs and pulled her forward.

"Petey," Liz held his cheeks while he pulled her ass off the table and onto his cock, "I'm in love with you."

The words matched the entrance into her sex. Peter stopped. All of her weight balanced easily with his superhuman strength. He wanted to speak and his lips flapped like a hungry yellow puck chasing ghosts.

"No," Liz kissed him and lifted his eyes to hers, "I don't need you to say anything before you're ready."

There was an inherent promise in this. He had to fall in love with Liz. Or he had to break her now. Sweat beaded on his forehead and all he could see was Liz's affection. She began rolling her hips. The sweet sexual flesh rising up against his cock. Peter could only wallow for so long before the pussy around his cock took precedence. Liz's ass settled back on the table. The brown skin of her ass rippled with Peter's first thrust.

"Uh, ha-aaa," Liz sighed slowly. They started so slowly. She rolled back and forth the breadth of her ass. He slid his hands up behind her shoulders. Their bodies molded together. Some perfect feeling they had only previously imagined. Liz rested her head on his shoulder. Her left hand was palm flush against the tabletop. An unnecessary requirement, Peter had her and he wasn't letting go. His cock slid deeply inside her. He was drawing out and she was chasing. They brought themselves together again. Liz whispered a plea: "More."

Speed joined their sex seamlessly. The wet collision of flesh was the first movement of their orchestra. Liz grunted and keened with musical need. Peter huffed and hissed in rhythm. Their hearts added a crescendo percussion.

Climax: a symphony of Peteys, Lizzes, oh Gods, one I Love You and an untold number of wet splashes. The cum raced inside her pussy. No fear, she was protected. Peter had shown her what kind of woman she was. Intelligent, loving, capable, situationally obsessive. She was going to be a woman with a future not another teenaged statistic. She just wouldn't imagine her future without Peter.

For the first time since Liz had coerced him, Peter held her tightly. His and her bodies satisfied. He put his nose into her hair. Her shampoo and sweat made an intoxicating aroma. She kissed the side of his neck as he had for her. The clock said Peter would have to be on his way, but they were determined to share this moment a while longer.

* * *

Peter usually managed to arrive at M3 before high school started to suck. Today was a different sort of day. On the bus he was forced to suffer MJ's black silence. Meanwhile, Sha Shan and Flash were glaring at him. Apparently, stopping MJ had set Flash's recovery back months. He gripped his cane tightly. He had already lost any chance of a college picking him up. His mom and dad could help with university but he had been intent on making his way on his own. He didn't blame it on Peter, not the injury. He didn't even blame the exacerbation on Peter. He would have dived for MJ in the same situation over and over again. Sha Shan was proud of him, as were his parents, his sister had even laid off calling him jerk last night. He took no direct action against Peter. He made no juvenile attempt at bullying. Peter felt the atmosphere begin to crush him.

MJ strode off the bus. Her chin up and her legs hurrying as she left Peter behind him. Flash and Sha Shan passed him like he was dog crap on the sidewalk. Peter envied dog crap, at least that felt a few moments of warmth.

Sighing, he soldiered forward. His eyes caught Harry walking hand in hand with Gwen. Peter's sighs seemed chronic. What else was going to destroy his day?"

"Petey," Liz was waiting for Peter by the fountain. She was in her cheerleader costume. The breezy summer look accenting her complexion and figure. She brushed her hair over her ear. Peter did his best not to verbally curse the heavens as he prepared to defuse this bomb.

"Listen, Liz," Tear it off, like a bandage, drawing it out only hurts more, "About last night, I didn't-"

The trumpet made him jump. I had been a long time before he had been so startled. His spidey-sense didn't seem worried about tonitis. He flashed around. Liz's hazel eyes widening and her smile tugging as she saw the extravagance. It was three men dressed as Spider-man wearing those flat america hats that seemed omnipresent in old movies and political rallies. The black spider emblem on their chest had been replaced by a bright pink heart. The first Spider-man stepped forward on bended knee. He placed one hand over his heart and offered a single rose.

"To Liz, you've caught my heart in your web!" He presented in a bright tenor.

"Oh my God, Petey!" Liz jumped up and down. "This is so embarrassing you must want to die right now!"

"That's the nice way to put it," Peter's redness was caused by anger. First at Harry, but then he realized he had he had somehow agreed to this. Now he was just angry at himself and the spider-slayer. He was still raw and sore from the pitched battle yesterday. The second Spider-man stepped forward. He held a huge black box of chocolates tied off in a red ribbon. Peter looked to the last Spider-man and grimaced at the burgundy felt box. At least it was oblong, for a necklace or a bracelet maybe. Had it been ring sized, the world would have discovered his secret as he instantly webbed to safety. Perhaps in front of an oncoming bus.

"Lovely Liz," The Spider-man offered the chocolates to the giddy cheerleader. "You turn me upside down."

Peter wanted to flee. How come no one who wears my costume ever gets the quips right?

"Miss Liz Allen," The third Spider-man had come forward and opened the jewelry box to reveal a light silver chain with a little sapphire pendant. It looked beautiful and in Peter's price range. The non-extravagance deflected the idea that Harry was behind the gesture. "For all the things I've never said I'm sorry for. For all the ways you'll make me a better man. From your Petey."

The spider-man offered to fasten the necklace around Liz's neck but she shooed him off. She passed the chain to Peter and used both her hands to lift her long black hair up from her neck. Peter swallowed as he caught the beauty of her skin and the invitation to be with her in front of the whole school. There was no escape, not without stomping her heart down and that wasn't the man Peter was. Liz was a lovely creature, a bright affectionate girl that quite fiercely felt for him. Maybe she wasn't his first choice, maybe she wasn't Gwen, that didn't mean he still couldn't choose her now. He would have to wait for Gwen, like a vulture over Harry's slowly dying body. After the fight last night and the ice he was feeling from MJ and May, Peter needed a little happiness.

It took him three attempts to figure out the clasp and attach the chain behind Liz's next. The Spider-men were clapping lightly, infecting some of the crowd with their applause. Liz spun on her toes and slung her arms around behind Peter's head. Their kiss caused the well wishers to explode with cheers and some of the worse class clowns to throw inappropriate catcalls.

"Ugh, just when we were through with the geek," Sally sneered. Rand gripped Sally's shoulders.

"She hasn't smiled like that since the breakup, Sal," Rand held his girl close.

"Yeah, she thinks she's found the perfect shoes doesn't mean they fit her." Sally grumbled.

"But they're her feet," Rand overextended the metaphor.

Gwen was watching the display from her first class's window. She didn't have History with Harry so she wasn't hiding the look of hurt or the knots tying her guts. She squeezed her eyes shut holding back tears. A few slow breaths and she took her seat next to MJ.

"What's wrong girlfriend?" The redhead had avoided the whole display, unconcerned with whatever high school bullshit was going to explode today. She had wanted to keep her hurt and anger fresh for Peter.

"A little bit of everything," Gwen declared. She leaned in against MJ as she received a hug. Mary Jane felt she needed it as much as Gwen.

* * *

"What's wrong Gwen?" Peter had been getting the cold shoulder. The bus ride to his after school internship had been a frosty silent hell. He had been forced to call and check in with May. He had sat next to Gwen and while their conversations had been quiet and melancholy in the recent months, they had existed. He had never felt this anger from her since they had gone skating over Christmas break.

"What's wrong is that you've given up on me!" Gwen had wanted to growl but somehow couldn't work out the rage. She wouldn't kick him out of his bus seat but she wouldn't force herself to talk to him yet. He was slow to catch on. He had tried broaching the subject about he and Liz but she shut that down. Now they were doing their jobs at the lab and she was going out of her way not to share a workstation with him.

"Mr Parker assist me." Dr Warren announced as he strode past Peter.

"Of course, Doc," Peter put down his cloth and windex and pulled off his thick rubber gloves. There was a box of medium sized blue latex gloves on the counter next to Doctor Warren. Peter inserted his hands into a fresh pair with two snaps. "What are we doing?"

"I have here a blood sample that has been seeded with a strengthening agent." He gestured to a test tube rack that held one glass tube of blood and a metal tube. "I am going to attempt introduce healthy jupiter spores into the mix. I am looking to see if they can be regulated."

"Interesting," Peter's eyes perked up. Debra walked behind them, her face twisting into an envious grimace. "And this could lead to helping John Jameson?"

"Among others." Doctor Warren agreed vaguely. "Please pipet 2 ml of Jupiter Spores into this mixture." He slid a graduated beaker in front of Peter. It contained a strong smelling solvent. Peter stepped back. "It's non toxic but harsh smelling. Please, don't be so cowardly."

"Of course," Peter stood up straighter. It was something Kurt would have forced him to perform in the fume hoods. Peter drew a pipet and bulb from a drawer and set to work. Doctor Warren was preparing glass slides with his SM-07 sample. Peter added the jupiter spores to the solvent and stepped back, rubbing the water from his eyes. Gwen and Debra had appeared over their shoulders to spectate. "The solution is ready."

"Excellent." Doctor Warren gestured and Debra handed Peter an eyedropper. "add one drop to both the B and C slides."

The slides were prepared while Debra brought over additional microscopes. Doctor Warren was looking into the first sample typing shorthand notes into a word processor. Peter taped the left edge of each slide after sandwiching the blood and parasite between the glass.

"Remarkable." Warren finally stood up after looking in the third instrument. It had been nearly twenty minutes.

"May I take a look?"

"By all means." Warren stepped out of the way for Peter. Gwen stepped up and examined Sample C while Peter looked at Sample B. Their two shoulders touched and the sophomoric instinct to flinch away was quickly overridden by their shared curiosity.

"The leukocytes are active!" Which was surprising in a cold blood sample without the oxygenation and digestive processes of the human body to promote life. "They're surrounding the spores. It's incredible."

"It is a brilliant step forward." Warren nodded. "I understand you work at The Bugle mr Parker. Please refrain from passing on this single stage development to Mr Jameson."

"Um," The idea of Jolly Jonah's ecstatic face was enough to keep the information to himself. Except, Peter liked John. John needed this cure. He looked into Doctor Warren's passive face. Peter trusted him, despite Martha Connors' warning, Warren had proven very clinical and methodical. If it wasn't time to raise Jameson's hopes, it wasn't time. It was at this point that he remembered quitting The Bugle. "Of course, Doc. I don't work there anymore anyhow."

"Good." Warren slid his gaze across his interns. "That is enough for today. Pack up and go home."

* * *

"You seem distracted May," Doctor Nicholas Bromwell, cardiologist, laid his hand across May Parker's hand. "What's wrong?"

"It's Peter," May sighed, "He's just been so reckless since Ben passed. The job at the Bugle was bad enough. "

"He's a teenager, May. I've suffered a few of my own. They'll find any and every way they can to terrify and enliven you."

"How did you make it through it?"

"By holding tight to my seat and being as available as I could."

"I sometimes feel like the chair is being pulled out from under me."

Bromwell squeezed May's fingers and she looked up. They shared a tight smile. The restaurant around them was calm and quiet. Their dirty plates lay pushed to the side awaiting a busboy or waitress. May had promised Bromwell that she would treat him to real food the next time they decided to have dinner. "Peter has lost so much. I'm actually kind of surprised I haven't had more trouble with him."

"He's a good kid. I've spoken with him, very bright. So long as he keeps his brain working he's going to turn out quite alright."

"He's so much like his father it's scary. I wish Eddie was still around, that boy did a world of good for Peter."

Bromwell grimaced. He had met that boy too. He hoped Peter wasn't following too closely in his bro's footsteps. "What's say we move along? I know this great jazz band playing not far down the street. Perhaps a little music will cheer you up?"

"You know," May grinned as Bromwell helped her to her feet. "It just might."

* * *

"Thanks Aunt Anna." MJ put her hands around the steaming coffee mug. It was filled with tea and a splash of lemon. MJ calmed down again. "Sometimes I wish I could just live here."

"We tried this a long time ago," Anna sat down across from MJ, "But without getting child services involved your mother will keep bringing you back home."

"I don't want dad to go to jail," MJ declared.

"He hasn't hit you?" Anna knew the moment that happened she would act with or without MJ's consent. Her brother was many things and if it wasn't for MJ she was pretty sure she would have cut ties with him over a decade ago.

"No, he wouldn't," MJ thought about him and the night before. "He wouldn't."

Anna agreed, the one thing her brother had never done was hit MJ. Even at his alcoholic worst, he stayed his hand. It was the only reason she tried to help her sister-in-law as well as her niece rather than extricate them. As soon as MJ was 18, and hopefully there would never be cause to emancipate her earlier, Anna was going to get the fiery girl into an environment where her personality could thrive. MJ had so much to offer the world and as this model job was showing she had the energy and willpower to share all she offered.

"But I can stay here for a few more days? Just until the end of the weekend."

"We could probably get away until the end of the school year if you like," Anna pushed for more in a way that kept MJ from getting her back up. "Besides I'm sure May would feel better to have another set of eyes on Peter."

"Yeah, he does seem to need a babysitter lately," MJ grumbled. Anna sighed. She really liked May's boy. After Mark and his gambling problem, May feared MJ might have an attraction for men who were no good for her. Although the few times she had met Mark Allan she had been quite impressed with the boy. If only he hadn't taken to gambling.

"Are you going to the party? The one at Hydra?"

"How did you know about that?" MJ smirked with the corner of her mouth.

"Just because I'm old doesn't mean I can't be in the loop," Anna announced.

"Well, I was planning on tagging along with Glory and Kenny." MJ brushed her hair back.

"You could go with Peter. You always seem to beam after coming out from a night with him." Anna took a sip of her tea and watched the teenager over the rim of her mug.

"No, I mean, I think I have to go as Mary Jane not as somebody's date." She decided. She couldn't get into why she and Peter were at odds at the moment. Secrets sucked, but she had enough of her own to respect Peter's.

"Now that, I understand," Anna grinned. "Oh, I almost forgot!" Anna hopped up and rushed over to the kitchen counter next to her refrigerator. MJ watched the woman putz around, shuffling papers and attempt to root out whatever she had forgotten. She grabbed the papers and brought them over to the table.

"Is this the form?" She rushed her eyes over the words. "Is this mom's signature?"

"Yes, she does understand what this means to you," Anna nodded. "Now quit gawking at bureaucratic paperwork and fill out the damned form."

"I can't believe she's letting me get the passport. Can we expedite this? Lily said if I get my paperwork quick enough that I could convince Roddy to let me join them on the Caymans shoot in July."

"Absolutely," Anna rubbed MJ's shoulders as the redhead filled out the form. "You don't hear this enough MJ, and not from all the people that need to tell you. But I'm proud of you. Very proud."

MJ managed to keep the tears that came to her eyes from streaking her the ink of her pen.

* * *

"Petey!" Liz wrapped Peter up in a much needed encircled hug. He felt like a drug addict. He could see the damage that was permeating his life. He could feel the rock bottom rushing up to him but he couldn't stop. Liz was incredible. Beautiful, intelligent, caring, anybody would be lucky to have her smile at him.

And yet… He didn't go looking for Gwen. She had cut that line of inquiry quite dead. Peter squeezed his arms around Liz. She smelled as beautiful as she looked. Peter tried to smile. The result wasn't even that fake looking.

"Hey, babe," He tore a page from Harry's book, uncertain as he was with names now. "You look gorgeous."

"Thank you," She beamed, "Boyfriend."

The pair unleashed a sickeningly sweet aura that the average high schooler avoided with a wide berth. No one tried to intrude on their conversation. Sally marched steadily by, a few paces in front of a shoulder slumped Rand Robertson. Flash and Sha Shan were sitting on a bench and wouldn't look up for the end of the world. MJ's eyes followed them until they disappeared around a corner.

"I didn't tell you! I got the cutest skirt for the Hydra party next weekend." Her voice dropped several smoldering decibels. "You'll absolutely love it."

Peter's grin twisted awkwardly as his eyes widened and he blushed. His throat seemed to have closed off when he returned his ever witty: "Oh yeah?"

"Absolutely! This party is going to be the best." She broiled as she looked at him.

"I'm starting to be persuaded." Hydra was a popular under-ages club not far from M3. The school seemed to have come to agreement before Peter had begun attending that Hydra was the place to be. Until prom, this end of the year party tended to be the most important. Peter had never gone. Freshman year he and Harry had played Mario Kart in its many forms and overdosed on soda and salty chips. Last year, he had been bowling with Gwen and her dad.

"Oh, don't get excited just yet." Her lips neared his ear. "There is so much more I've got up my sleeves."

"That sounds amazing but…"

"No buts. This is the best thing we can do for us." Liz announced. Everyone who seemed to get with someone at the Hydra party was dating them when the next year started. That was where Sally had landed Rand. That was where, in freshman year, Liz had begun dating Flash. "I really need you there."

"It's not that I don't want to." Which to an extent it was. "I still have no idea if I'll be allowed to go." Peter sighed. They had taken seats in the back of their biology class. The rest of the class seemed an insulating fog not interested in the two of them. Harry's arm snaked around Gwen's shoulder and Gwen tilted her head onto Harry's shoulder.

"It's not until after finals. I do well enough on that and I'm sure I can convince May to let me celebrate with you."

"You think?"

"Absolutely, it just means I'll need to spend a bit more time with you to make sure I'm the top of the class."

"And you can do it." Peter grinned. "Tomorrow we'll hit the books very hard."

"Ms Allan, Mr Parker, Those are not your assigned seats." Professor Warren announced after the bell to start class began. He had intended to be accommodating. It was incredible how far up the rungs Liz Allan had pulled herself under Peter's influence. Even her other teachers had commented how bright the girl had seemed to become, and to Warren's knowledge, Peter only tutored biology. However, despite the class's best attempts to ignore the couple, their need to plan for this silly party was due to disrupt his lesson. Liz squeezed Peter's fingers as he moved forward a table to the icy reception of Gwen Stacy.

* * *

Today, Gwen's shoulder was just as cold. Peter soldiered around the lab listlessly. He hadn't shared a word with her beyond. "Please pass the Windex." or "Dr Warren asked me to give you this." Peter wondered how quickly he could pull his hair out frustration with the aid of spider enhanced strength. Sighing audibly, and unknowingly earning a quizzical eyebrow raise Debra Whitman, Peter put his mop and bucket into the locker and shut the door harder than usual.

"Try not to be so unruly." Debra said from behind him.

Peter wasn't certain if it was better to hear that condescending tone than to not hear from her at all. He decided to accept any human interaction as a good thing. "But my unruly side is what makes me such a charming rogue."

Debra rolled her eyes and turned away before Peter got the reward of her smile. That was when the front door banged open.

"This will be over quickly and painlessly." A man, perhaps part refrigerator, marched in with a ski mask and pistol held loosely in his left hand. Two more men, less physically intimidating but similarly armed marched in. "We have no interest of breaking anything. We have no interest in hurting anyone. If the four of you could proceed to the that corner we will get out of your hair in a jiffy."

Gwen's knees were knocking and Debra's face looked gray and pale. Dr Warren quickly wrapped an arm around Gwen's shoulders and said. "Come along dear. These men are clear and assertive. They will keep their word. Mr Parker, I leave Ms Whitman to you."

"Uh," Peter had been sizing up the men. He could easily web and disarm them from where he was standing. That would cost him his identity. And even if he was quick he couldn't guarantee no one would get a shot off. He was between the gunmen and Gwen. He could dodge bullets but it would be better if they remained contained within their weapons. Debra grabbed for his hand just in time for Peter to assure the firing mechanism of his web shooter wasn't laying against the heel of his palm. "Yes of course. Come on Deb."

Debra and Peter hurried to the corner. Warren put Gwen and Debra behind himself but aligned it so Peter was the closest to the intruders. To the women he said: "This will be over quickly and no one will get hurt."

Peter's spider-sense was numb. He agreed with Dr Warren.

"I see you are sensible men. Stay in the corner and you won't get hurt." The first thug reiterated. Miles put his hand behind him on the counter and leaned back. Since Sable's visit he was wearing the weapon every moment of every shift. He kept an eye on Peter, the boy seemed primed for a fight. A battle was outside his interests, so long as these toughs weren't looking for the Spider-man samples. He settled a hand on Peter's shoulder.

"Listen to them, Mr Parker," He stood tall and looked at the attackers, "I'm trusting Gwen and Debra to you if things get bad. But until then, keep your head cool and your eyes open."

"Excellent advice, Dr Warren." It was then that the costumed criminal made her appearance. "I had heard rumors of your prudence and sense. I'm glad to see they were not exaggerated."

She was dressed with perhaps less flair but more style than most of New York's supercriminals. A dark violet coat fell down to her matching heeled boots . Her collar was turned up over her face, but the shadow cast by her wide brimmed hat seemed to illuminate her green eyes. She was an attractive woman, her dress an accent to her figure and the flare of her eyes compelling. Underneath the coat, which could only be seen as she strode forward letting the tails flow around her legs, she wore black stockings under a rose skirt. In her gloved hands she held a modified pistol. On the band of her hat and as a corsage around her left wrist were small bouquets of vivid violet flowers.

"And what is it I can do for you?"

"Sit quietly," She answered. One of her guards unbuckled a hand truck from a nearby wall. "I just need a single reagent."

"Who are you?" Gwen asked as she saw the woman, squat down and open the steel case below a fume hood. She capped and unscrewed a metal canister. Her muscle took it from her and one other matching one and tied them to the truck.

"My name?" The turn still obscured her face but the light hit her golden hair. She was familiar to Peter, the carriage and voice reminded him of Vaughn-Pope. He was determined to unmask and stop this woman. "You may call me Belladonna."

"Mr Parker!" Miles hissed as the men started moving out Peter began moving forward. He looked back at Gwen and saw the fear in her eyes. She had a striking look, like May had had last week after the Slayer attack. He slowed. He wasn't going to be able to follow her. Not yet at least.

"Are you alright?" He checked on Debra and Gwen, taking the responsibility Doctor Warren had given him to heart.

"I'm OK." Gwen admitted. The front door closed.

"I'm uninjured." Debra said. She stood up and brushed off the front of her skirt.

"Gwen call the cops," Peter said.

"Ms Whitman, tell me what this woman stole." Doctor Warren declared.

"I'm going to make sure they're gone." Peter said heading to the door. Gwen almost started towards him but Doctor Warren put a hand on her shoulder. She sighed and took out the phone to call her dad.

"It's time to see how well these work." Peter snuck one of the tracers from the compartment on his belt. Belladonna was directing her men swiftly to load the truck. Peter used all of his agility and skill to whip the tracer through the air. It stuck to Belladonna's hat, just behind the flowers. "Better hurry, Belly. Cause I'm coming for you."

* * *

"Hello Peter." Peter was greeted coldly by Liz's mother. "I expected you earlier."

"I'm sorry about that Mrs Allen. There was a thing at the lab and-." Peter smiled back his nervously.

"She's set up in the kitchen." The woman stepped back and held open the front door, no more interested in Peter's excuses. He walked, slumped shouldered, under her scrutiny. There was something crushing in her eyes. Peter tried not to look too hard for it. He moved the familiar path through the large apartment to where Liz hovering over her textbook. A beautiful soothing image in for Peter's locked up existent. She was concentrating, the nub of her pencil being slowly chewed as she brushed a stray lock over the back of her ear.

"Hi Liz," Peter greeted after taking a moment to watch her. She shivered. Her surprise well hidden when she looked over. She kicked out the chair next to her.

"I didn't think you could make it."

"Looks like you were mistaken." Peter sat down. "Well that's enough of that, for the rest of the night you're going to be correct."

"Peter, Lizzie," The two teenagers turned to see Mrs Allen hovering at the kitchen entrance. "I was kind of hoping you two would start earlier and be done by now. I have to get ready for work. Peter, your aunt has asked you make it home before 10. So that only leaves you an hour or so to study."

"He can tell time, mom," Liz rolled her eyes as she heaped on the impatience and sarcasm.

"Can he, dear? He was supposed to be here at 7:30." Neither Liz nor Peter had the time to retort before the older woman turned and left. The teenagers looked at each other and Liz sighed. One last shout came down from the bedroom. "Your father should be back by eleven. Having a boy in your room while we're out is not OK."

Liz and Peter flushed completely red. Liz's voice wavered as she shouted back: "Oh go to work already!" Her voice lowered and her eyes turned away from Peter. "We actually do have to study too, you know."

"Then we should probably get to work." Peter declared hoping to overcome either of their embarrassments. Liz smiled and grabbed her seat. She hopped until she was tight alongside her boyfriend. They shared their smiles and Peter dragged his bookbag onto the table.

The work went quick. Peter was enthusiastic about the subject. Peter had the perfect audience to show off too. He even managed to put the thought of Belladonna out of his mind for a while. They started with a quick review of the semester's work. Liz was on her game with only a few questions that were inspired. Peter and Liz's feet were crossed under the table. The better Liz did the more affectionate she became.

"I'm confident you're going to kill it." Peter leaned back with a bright smile on his face.

"It's all because of you, Petey," She smiled leaning in to kiss him lightly. As she leaned back and their eyes were locked on each other Peter began thinking of all the best and greatest thing Liz had been for him. Every day he was close to her made it that much harder to remember he had chosen Gwen.

"I'm out the door, Lizzie. Good luck with your studies. Keep an eye on the clock Peter." Mrs Allen's voice hovered disembodied a moment before the front door slammed shut. Liz immediately curved her mouth in a clever smile.

"How about we take a little break?" Liz offered.

"I think-"

"Oh, we're not done here yet." Liz squeezed Peter's thigh. "But I could use a drink."

"That sounds good what do you have?"

The answer turned out to be diet soda, lemonade and liquor. Liz offered the first two choices. She didn't think Peter would appreciate the other option and she had her own recent bad memories with alcohol.

"Hey," Liz opened her can of diet Pepsi and leaned her knee into Peter's. He was putting his half drained glass of lemonade onto the table. "What's going on with the curfews and everything?"

"Ah, May found out I took some Spider-man pictures and she got all twisted up."

"I thought that was your job."

"No, I kind of quit after my boss started having a supervillain tail me to find Spider-man."

"No way!" Liz smacked Peter's arm. "Who was it? Electro?"

Peter laughed. Liz had come face to face with Electro. Twice. Plus she had been in school when Venom attacked. "No, it was the Scorpion."

"Really? Oh my god. That must have been terrifying. I'm so glad you're OK," She leaned in squeezing him. Peter wrapped one arm around her and took another drink with his left. Her nearness, her scent, her warmth and her affection had been instigating bodily responses all night. The press of her breasts against his chest was only making it more insistent.

"Yeah, I'm fine. And technically he wasn't the Scorpion while he was following me. I had to quit. That's why I started the other job."

Liz pulled back. "Shooting supermodels all day! I can only imagine why you got bored and chased after Spider-man." Liz rolled her eyes with a laugh. There was something secondary to her comment but Peter didn't dwell on it.

Liz had been more than amazing to him. She was warm, welcoming, and cared so much for him. He felt the full story, from spider-bite to belladonna coiled like a spring, waiting to get out. MJ knew. He remembered seeing the fear and worry compound in the model's green eyes. He saw Liz, imagining her bright and beautiful face twisting in horror. He couldn't do that to her. If he told her than he would hurt her. If she knew, so many others would seek to hurt her. There was a reason Peter Parker put on a mask.

"Yeah, I just miss it. I even think I miss Jolly Jonah to be honest." Peter slumped. The last of his lemonade disappeared into his mouth. Liz took a little sip of her soda.

"Well, I figure after doing it for months you should know how to look after yourself." Liz smiled. "Get yourself hurt doing something stupid and you'll have me to answer to."

"Deal." Peter smiled. Liz pecked him again and grabbed her glass. She walked to the kitchen.

"You ready to get started again?"

"Sure, where were we?"

"We were talking about how cells produce and consume energy." Peter opened his book back to the page. Liz settled in next to Peter. She felt a mix of emotions but lucky was winning out.

* * *

In nature, everything is connected. As scientists we explore and expand on those connections. Maybe as people, we should do the same?

Frustration, your name is public computers. Peter pulled the hard plastic chair up to the library computer. This was the only time he could get online. His aunt had confiscated his laptop for the duration of his grounding. He had his Osberry, but until he had everything set up he was stuck. That he hadn't run off after the new villain was a small point in his favor. And now he was spending his high school lunch hour in the school library like the social giant he was.

Belladonna. He hoped she hadn't found his tracer. The slow boot of the computer finally finished and he managed to access his home computer remotely. Thankfully May hadn't shut it down. It's cooling fan was probably sucking up whatever dust it could find in the bottom of May's closet. Peter only needed access for a short while. He almost prayed that the battery wouldn't die out while he finished this. He quickly uploaded the tracking software to his phone. He was on the edge of the seat while the slow moving icon announced the sharing of his files.

"Finally!" He sighed. He whipped out his Osberry and brought up a holographic map of New York. The winking light from Brooklyn into Midtown was the path Belly had taken last night from the ESU lab. The light had been sitting in some old apartment since then. Peter sighed. Of course, she had found it. His eyes went wide. The Osberry was suggesting it was taking an elevator down and out of the building! She was on the move! The tracer worked! He smiled. He was looking forward to taking down the villain that had scared Gwen. His smile slowly faded at the instant he imagined Gwen's sad smile.

"There you are, Petey!" Peter jumped when Liz appeared and walked over to him. "What're you doing?"

"Aunt May took my computer." He figured half the truth would suffice. "I just needed to get something off of it." He waved his phone and moused over the shutdown protocol.

"Well come on!" Liz hugged around his arm. Her touch fired up every primal instinct in Peter. He could barely talk as he was led away. "Lunch is almost over and you need some food to keep that big beautiful…" Her voice grew husky and quieter as she leaned into his ear "brain working."

Peter wasn't certain if he spent more time laughing or covering his erection on his way down to the cafeteria.

* * *

The offices of Kingsley Scents were still operating smoothly despite their CEO's seeming abandonment of them with the Oscorp takeover. The employees nearly left their asses in their chairs as they rocketed up to their feet. "Good day, Mr Kingsley"'s and "Yes sir, right away, sir!"'s followed him as in step as Jason.

"Things appear efficient." Jason noticed. Kingsley had a way about him. People sat up straighter and walked more lightly when he was around. They didn't know that they wouldn't be in those positions if Kingsley didn't share an implicit trust in their work. This trust did come from his hatchetman business tactics. Extra vigilance was never dissuaded by Kingsley.

"I still need to confirm three points now that we've finally dismissed Desiree." Kingsley muttered. He affected a bright and disingenuous smile as he walked into speak with his vice president. Jason sat down in reception, back to the office and eyes to the entrance. The receptionist smiled at him but wasn't rewarded for her friendliness. Kingsley shut the door behind him. The chair was turned towards the expansive Central Park view. Kingsley was about to announce himself when he saw the long booted feminine leg stretching out to the left of the chair.

"Welcome back, Roddy," The voice was honey and nails. "I've been waiting all day for this visit."

"No, don't call for Jason." A heavily built man announced his presence by stepping out from an adjacent boardroom. He had a red bandanna tied over his nose and mouth. It was slowly dripping. Roderick recognized his manager crumpled on the floor in front of the thug's legs. The pistol pressed into the temple was small, but no less intimidating in the moment. "There could be an accident."

"I assume I'm here to speak with you." Roderick would have immediately hollered for Jason if he believed the man threatening his employee would only have had the time to shoot the manager and not turn the gun upon Kingsley. The woman turned her chair.

Belladonna climbed to her feet. She was holding her modified pistol limply in her left hand. Her face was obscured by the high collar of her coat and the lowered tip of her hat's brim. "I'm not here to speak at all."

She tossed the gun to her right hand and caught it level with Roderick's throat. Kingsley grimaced. "You're going to shoot me? Aim well because Jason will be in here in a second and you'll be very dead. You're not the first to point a gun at me and you won't be the last. I deal with cowards like you every day."

"I'm not going to shoot you. That would be too easy. You've poisoned my dreams. I intend to poison you." She lowered the gun and snapped the trigger. A small cannister was released with a pneumatic hiss. The bullet shattered against Kingsley's solar plexus. He dropped to his knees, hyperventilating. Wisps of yellow smoke were rising up all around him. She popped off another four shots on the floor around Kingsley. The smoke quickly permeated the room. There was a click as the boardroom door closed behind the thug. The manager was left slumped against the inside door.

"You're going to die with me." He looked up as his eyes watered. He couldn't quite raise his voice. Every breath was leaving his head swimming and tears ran down his face.

"I won't be joining you today, Roddy," She pulled open her collar to reveal a dripping bandanna around her face. "I just like to watch."

The air was thick with the fog from the pellets. Kingsley had turned and tried crawling towards the door but Belladonna had stepped her spike heel into the back of his hand. He coughed more than screamed. He barely noticed the hammerblow landing against the high rise window. Belladonna turned to see Spider-man hovering against the plate glass. Slam! Fist and elbows buckled the glass. Cracks webbed out around him.

"No! No!" Belladonna screamed looking down at Kingsley. "I only need five more minutes."

The glass didn't shatter but a fist size hole opened in front of Spider-man's hand. There was an immense rush of wind. The gas spraying all over his face while he hammered out a bigger hole. The office door was kicked in and Jason stepped in, gun raised in both hands. Belladonna's pistol was ready for him and gas erupted over his face. Eyes stinging and breath hitching he tried to track her as she dashed for the boardroom door.

"Oh, come on! I know I was late but that's no reason to run out on our first date!" Spider-man finally dived in. The opened window and door dispersing most of the gas quickly out over New York city. The crack of Jason's bullets left splintered holes in the door behind Belladonna. "Hey, meathead! Less shooting and more dragging this guy to safety."

"Yeah," Jason realized his boss might have other priorities but saving Kingsley's life was the first line of Jason's job description.

The receptionist had already called for cops and EMTs so Spider-man rocketed out the window. His eyes were blinking madly. The tears made it near impossible to read the display on his Osberry. OK, she's going down the stairs and-

MJ's ringtone erupted blanking out the holographic display. "What MJ?"

"Jesus, Peter. What crawled up your butt?" She asked with a hurtful sneer.

"Nothing I-"

"Well I was trying to call and say I was sorry for how spastic I've been acting. Gwen told me about the ESU attack and how you stayed with them. I just wanted to say… Is that wind? Where are you?"

"I'm-I am... foll'win' a van to... Breklahn..." Spider-man slurred. The city flickered and all of the sudden he was no longer swinging, but hanging vertical. His osberry would have fallen to the street if it hadn't been stuck to his hand. His spidey sense was tingling and his head was ringing. Quickly he fired another web and started swing for home. His previous line dissolved in the wind. He had to have been out for nearly an hour. What was in that gas?

He checked his Osberry and saw that Belladonna was stopped in the same apartment building in Midtown. The clock warned him to call it in. Grimacing and woozy, he turned for home.

"Peter Benjamin Parker." Was not the terse angry warning he would have liked when he walked in. MJ was sitting on his living room couch. May was glaring at him at the bottom of his stairs.

"Hi Aunt May," He tried to be bright and cheery. At least whatever Belladonna was using didn't mess him up as bad as that fake Black Cat's poison. The headache was already all gone.

"You cannot and will not go chasing after Spider-man anymore." She growled. "You've seen what happened to Hobie Brown. You know that Gwen was kidnapped. Why would you even think of doing something so dangerous? So stupid!"

"May, I-"

"I'm not finished." May snapped. "I understand wanting something exciting in your life. I was hoping Liz would be enough to temper you. I can see now that you need to be watched more closely."

"I'm already grounded!" Peter growled. "What else can you do to me?"

"I am doing nothing to you, Peter." May grimaced. "I am doing this for you. I cannot trust you to be smart and safe. MJ has agreed to walk you to school and keep an eye on you."

Peter went white in the face at the betrayal. He turned and saw that MJ was staring at the switched off television. "Look at me, Peter." May barked. He had never seen her this angry before. It had given him more than pause but he was in a fight. His body was pumping adrenaline and telling him to stand up for himself.

"You can't do this! You can't-" He was intent to storm passed May and up to his room. He had the sense not to lay hands on the woman and force her aside.

"Give me your phone, Peter." She held out her hand. "All study sessions with Liz will occur at that kitchen table. You will only be going to school, Doctor Warren's laboratory and to work at Kingsley's. No Silver Spoon. No Hydra. No Harry's."

"Aunt May!" He was half tempted to just web May to staircase while he yelled at MJ about what was happening. He still had to find Belladonna. She had tried to kill people.

"Peter Benjamin Parker. Give me your phone." He didn't mean to slap the Osberry as hard as he did into the palm of her hand. He muttered an unconvincing apology. He wouldn't meet MJ's eyes as he ran up the stairs. She slumped down and May put her hands on her shoulders.

"They never let you forget," May whispered to hold back the tears, "It is so very hard to love a Parker."

"It's not that hard to love you." MJ got up and gave May the hug she needed.

"That's because as hard as Ben, Peter and Richard tried: I'm still a bit of a Reilly."

* * *

"Are you alright, Petey?" Liz looked up from her notebook. She had just deliberately made a mistake. Normally he was quick to correct and help her but he seemed despondent. His punishment was being born like a cross.

"What? Oh, I'm good." He looked at her sheet. "Liz, at least try to be subtle."

"What?" She faked surprised and followed his finger to her work. "Caught me, huh?"

"I think you're set." Peter reclined back. "You're going to ace this final."

"I know, I'm feeling confident too." Liz grinned. She looked over her shoulder. Aunt May's head was hovering over the couch, ten feet away. She was feeling this madness as badly as Peter seemed to be taking it. She lowered her voice to a whisper. "I'm sure she'll let me take you to Hydra to celebrate. It's only a few days."

"I'm not convinced." Peter slumped back. Actually he had forgotten about the party. Interest had waned completely. When he had access to his phone he had been checking on Belladonna. Apparently she hadn't left the brooklyn apartment, or at least her hat had not. She was dangerous and if she was after Roderick Kingsley that could make Harry, Gwen and MJ collateral damage. It was impossible. The only time he had without MJ or May hovering over him was at ESU lab and he was convinced Gwen had been recruited into his army of babysitters.

"She'll have to! I will talk to her. Just keep up being the Petey we love and this will blow over."

Peter sighed and shook his head. "I hope you're right Liz."

They continued for a few hours. May's presence was never oppressive but was always there. When they closed up their books, Liz leaned in to kiss him goodbye. May gave them a few moments but once Liz's hand started wandering, she appeared in the kitchen and bid her a warm farewell.

Night offered no opportunity. May watched television with him. He sequestered in his room from 10 on. He knew that May would check in on him a couple of times that night. He couldn't sneak out. He pounded his pillow and slept fitfully. If he had the willpower to talk to MJ the next morning he would have taken her head off.

School passed with unease. Liz was attached to Peter giving him a small barrier between MJ and himself. The redhead was always nearby, chatting with Glory or Harry and Gwen. Peter went to the washroom several times just for a few moments to himself.

"MJ please! She's out there! She could hurt somebody!" He pulled her aside between the afternoon periods.

"She could hurt you Peter!" MJ grimaced. This wasn't their first combat over everything. "This isn't safe it isn't smart."

"It's my responsibility!" Peter shook her by the shoulders. She pulled back and shot him a look that hit harder than any slap.

"No, Peter it's not."

"Yes it is! I can act so I have to. I am Spider-man. That means something. To me and to every person I saved."

"I'm not going to help you kill yourself!" MJ's voice carried. She shouldered through Peter and he held his head in hands.

"I have to do something." He whispered to her but she completely stormed off. Sighing Peter turned and trudged towards English class. He didn't see Harry watching him as he settled deeper into his mire.

* * *

The last week of school crept up on Manhattan Magnet Midtown High school on the shoulders of exam terror and summertime impatience. Biology was Peter's second final and Liz's second last. The clock ticked like a hammer on an anvil to Flash Thompson. Gwen kept looking across to Peter who was nonchalant in his confidence. It was a straightforward exam. Professor Warren wanted his students to show they had absorbed his curriculum not that they were creative masters of his syllabus. Liz Allan sweated through the multiple choice portion. The heel of her white sneaker vibrated as she blitzed the diagram labels. Her lip was squeezed tightly between her teeth as she wrote out the short answers. Her stomach overturned as she did the single final page large question. There was a two point bonus question on the final page.

James Watson and Francis Crick, Liz's hand left a final flourish as she scrolled back to dot the i's and cross the t. Peter's chair scraped the floor as he stood up to hand in his paper. Liz took a deep breath. She was going to take another look at her answers. She hadn't missed anything. She had felt confident despite the normal pressure of test taking.

The rest of the class was filtering out. Peter had left a few minutes ago. Gwen was long gone. Flash had slammed his paper on Professor's Warren's desk with all of the confidence of spiked football. He only used his cane when he was getting the door to leave. Sha Shan was grinding her teeth as she tried to remember Watson and Crick's first names. Harry Osborn wiped his brow slumped his shoulder. Liz took a deep breath.

"Professor Warren?"

"Yes Ms Allen?"

"Could you tell me how I did?" She gave him a pleading look.

"I suppose. But if someone else needs my attention I'll have to postpone."

"Oh thank you!" Liz stopped herself from hugging a teacher. She hopped on each foot at the corner of his desk as he looked over her paper. A smile growing on his face. He was nodding and Liz was less confident about the integrity of her bladder. He flipped back to the first page.

"Ms Allen, are you certain this is the answer you wish to leave for question 11?"

She looked down and saw the word Cysteine circled. She almost started laughing. She did get a little bit red in the cheeks and wet under the skirt. "Uh, no." She grabbed a pencil from a cup on the corner of Dr Warren's desk. She hurriedly circled tryptophan.

"I must say Ms Allen. This is the kind of paper I like to grade."

"How so?"

"Right answers are so much easier to deal with than wrong ones. I believe this will give you a final A- grade for the year. Congratulations. Be sure to tell Mr Parker he has a brilliant pupil."

"A-?" Liz had been cruising for D at the start of the year. Her eyes were wide and her feet sluggish as she trudged out of the classroom. She grumbled an "-nk you" to Harry for holding the door. Peter was down the hallway talking with his latest babysitter. Liz was running when she grabbed him in a tight hug around his left arm. "I did spectacular and it's all thanks to the world's greatest tutor!" She kissed him hard on the lips. She had been aiming for his cheek but he had turned. Somehow unsurprised to find her so violently at his side.

"Congrats Liz." MJ smiled from across the way. The redhead immediately called Liz's attention. The puerto rican girl squeezed Peter's ass. She gave him a quick peck when he jumped and turned towards the redhead.

"I just got a perfect score on a biology." Liz stepped confidently close to Mary Jane. "I'm going to show Petey some gratitude. If you try and stay and chaperone. I might tear your throat out."

MJ blanched and looked to Peter who offered no support. "Catty's you're thing Pete? I should have guessed."

There was something triumphant in her stomp away. Liz had no recourse but to stick her tongue out at the redhead. All of her wrath disappeared when she twisted on Peter.

"A perfect score?"

"All thanks to my Petey." Liz grabbed his fingers in both of hers. "Now come on." She began dragging him towards the lower classrooms. Peter raised his eyes. He had some good bad memories of this place. He wasn't sure what to say but he apparently had an hour and Liz wanted to celebrate.

"That was brutal but I think I did it." Gwen jumped when Harry appeared beside her. She turned back to her boyfriend as MJ huffed passed her.

"Yeah, I-"

"You did amazing as always." Harry wrapped an arm around her shoulder and kissed her hair. "Want to grab some pizza?"

"Yeah, sure Harry." She answered with a demure lack of confidence. She leaned her head on Harry's shoulder. Feeling guilty about thinking that at least he was here with her.

"I can't believe it. He promised me an A- final grade. I'm an A student." Liz bubbled as she looked both ways before slipping into the unused classroom.

"You were always smart Liz."

"I needed a reason to be." She kissed Peter again. "Now I'm going to give you exactly what you've wanted this last week."

"I've had quite a bit of it. You were a very good schoolgirl."

"Oh teacher!" She pulled his shirt to her while they kissed more. "But that's not all my Petey wants is it?"

Peter saw the flair in her eyes and was uncertain what she was suggesting. Were they going to try some weird or different sex. He was still head over heels with making out. She pulled back and let go. "I think I do want something more."

"What you want is some freedom, Petey. You've been going stir crazy having MJ, Gwen, Mom and your Aunt May all watching you." Liz declared. She began unfastening his jeans.

Peter was out of his depth in responding. Liz was reaching into his underwear and grasping the cock that had been erect since Liz had told MJ she needed some time alone to thank Peter. Liz was telling Peter to run off and stretch his caged wings.

His pants weren't dragged to the floor. Peter was only stripped enough for Liz to begin running her fingers over his cock. Peter shuddered at her cool touch.

"I still can't believe how well I did." Liz began rolling her wrists. She had clasped the cock in both hands rubbing it towards her belly. "And I owe it all to you."

"You're smart Liz, you need to give yourself some credit." Peter said between long slow breaths.

"Your faith in me completely throws me." Liz admitted. Her hands moving just a little faster. Peter exhaled loudly. "You're so beautiful Liz. You can get the right boyfriend. Play in the right circles." Peter strangled as he inhaled and Liz kissed him calmingly on the lips. The head of his cock was lightly squeezed in the heels of her palms as she ran her ten fingers back down the shaft. "No ever told me I was smart."

"That doesn't mean I don't think you're beautiful." Peter was holding himself up by gripping her arms just below the shoulder.

"I am feel beautiful. Every time you get this smile on your face." And she kissed his halfwit grin. "I feel brilliant when you're showing me the way. I feel incredible when I get to be in your arms."

Peter didn't know what to say. He kissed her lightly. The gears were spinning madly in his brain. Guiltily, he wanted to stay with Liz. He wanted to be with a beautiful caring woman who eagerly gave of herself to him. He wanted the cheerleader on his arm. He wanted to feel important. He wanted to be in love. What he felt for Liz he would have called love, if it wasn't so different than what he felt for Gwen. It was like some medium between Gwen's affection and Black Cat's temptation. It was intoxicating.

Liz broke the kiss. Her forehead rested against his. Her eyes matched his. The steady rhythm of her handjob the only break in their stillness. "There's something I want to do before I send you off."

Her thumb hooked to cradle the head of his cock. She slowly kissed him. Peter cupped her neck and jaw in his left hand. His right molded around her breast. She lifted her lips off Peter's. "I'm going to suck your dick."

Peter responded with a vibrating breath. He kissed her again, but it was only a small peck. Liz had places to be. She sank, settling on her knees.

Her left hand was steady, just holding Peter tightly beneath the swollen head of his cock. Her right hand was still stroking, just the inch and quarter between her hand and the base. Liz dragged her tongue clockwise around the head. Peter's posture ratcheted straight. The flat of her tongue collected the beginnings of Peter's erection.

Peter loved the slow attention Liz gave to his cockhead. He kept watching, but her eyes were closed or looking down. He didn't know what to do with his hands and his arms stuck out slightly to his sides with fists flexing. Liz's lips gave a quick peck before sliding open to squeeze and engulf the head of his cock. Her tongue prodded the hole and her teeth lightly settled on the flesh. She slowly dragged her mouth back off the cock. Peter twitched and shuddered.

"You know I like to do this?" Liz laughed. Her eyes flashed up to Peter's. Something in her eyes encouraged Peter stroked Liz's hair behind her ear. Her left hand descended and cupped the balls. The jerking smirk on Peter's face encouraged her to squeeze. She ran her other hand up his shaft. Her fist formed around the head. She held the cock upright; the side of her cheek gliding against the soft skin of his cock. She kissed the side of his cock with a smile. Her tongue dragged upward as her fingers slid back down.

"Liz, I'm-"

Peter's words were lost in a breathy sigh. Liz collected his cock into her mouth. Her tongue washed back and forth under the head as her lips sealed just behind it. She was stroking his balls and rolling her fist against her lips. Her throat was flexing as her face was seesawing against his cock.

"Liz..." Whispered Peter. He was caught between awe and what his imagination told him should happen. His hand was curling her hair around his fingers. Slowly, lightly, he began urging her further down his cock.

Liz smiled. Boys were easy. She crept incrementally down his cock. Just another half inch. She was feeling the beginnings of intimidation. Peter wasn't a small boy, but by the insistence of his tug he must've thought Liz was a big mouth. She tried to pull back and let out calming breath from her nose when Peter let her.

"Oh my God," Peter sighed bringing Liz's nose just a little bit closer to his waist. His second hand settled on the base of her skull. He didn't think. He couldn't believe. He wouldn't relent.

Liz coughed, sputtering spittle all around the imperfect seal her lips made at the base of his cock. Peter's eyes widened. He let go of the tension. Liz pulled back a couple of inches. She quickly went back again.

Cross-eyed, he just didn't know what was going on. Liz's throat struggled against the head of his cock. Lightheaded, he swayed above his waist. Liz dragged her lips back, almost off of his cock. She pushed forward. Her cheeks sunken in tightly against the shaft. Red faced, Peter gasped, embracing oxygen like it was long lost friend.

"I'm almost there." Peter struggled each syllable out through a rictus grin. His neck rolled back. His throat red and taut. Peter held fistfuls of black hair. Liz bobbed her head up and down. Speed and contact in great supply. At the top of her retreat, she slowed. She looked up for once not finding Peter's eyes waiting for her. Liz knew was coming. She licked and curled her tongue over the head of the cock.

"When it's you, Petey. I need to be the best I can be." She whispered, her lips moving warmly against the end of his cock. He shuddered. "I want you to cum in my mouth."

He held back no longer. His sticky mess slathered all through the inside of Liz's cheek. The head of his cock chipmunked her cheeks. There was more, pulsing and drooling into her crowded mouth. Peter's hand slipped from her tousled black hair. He left a sweaty sheen over the tangles.

"Liz! Oh hell." Peter gasped as she chased his cock from her lips. Saliva glistened on his cockhead but she had collected all his spending. He sought her eyes and she opened them slowly. "You're incredible."

Liz didn't get up but sat down onto her ankles. Her tongue chased any remnant of Peter's orgasm off her lips. She visibly swallowed and Peter's flushed face paled. "Now, go on Peter. I'll tell MJ you'll meet her at work."

"Liz. You're way too good for me."

"Of course I am. Remember, you owe me the Hydra party."

"I'll be there. I promise." Peter held her head and kissed her. A string of something Peter refused to think about kept their kiss connected by a thread.

"Good, now run along. You can't be cooped up all day."

* * *

Spider-man was attached on the tower of the Oscorp grounds. He pattered commands into his Osberry.

The small holographic display formed into a map of New York. It was an unnecessary action he had known where she was heading. How could he have been so lucky? Spider-man had employed his tracers because he couldn't afford to continually trip over his villains. Sooner or later, luck runs out. Later it seemed. The light was crossing through Brooklyn with the slow beat of New York traffic.

MJs ringtone rattled his phone right on time. "Hey Red, Liz tell you where I was?"

"She knows!" Mary Jane's shrill squeak blasted through the speaker.

"Not as such, obviously," Spider-man shrugged, "I really did need the swing to Oscorp."

"That's all?" She hissed as she quieted.

"I also got to look at my phone without having someone over my shoulder. That was nice."

"Ha, Tiger... Look, I can see that I'm being a problem. I-I'll try to cool down. Just don't be stupid." Mary Jane laughed hollowly. "I hate that you didn't have to take the bus. Misery and company, you know?"

"See you at work." Peter smiled. He hung up as MJ signed off. It was time to enter as Peter. It wouldn't be long now, but it would be easier to get a bead on Kingsley out of uniform. Spider-man hadn't been spotted but he still needed to find a corner to strip off the red and blues.

MJ arrived a few minutes later. The midtown trip was short, only four stops on her bus route. She headed quickly towards the east wing where Kingsley had set up a studio near the chemical plant that manufactured much of his line. He had quickly moved in on Oscorp's resources to accelerate and expand much of his power. MJ was oblivious to much of it. She had seen little besides this studio, a couple of offices and some of the halls where Kingsley hosted functions.

"Hey there, red. Ready for another riveting day of looking pretty?"Peter's shoes slapped down on the hallway floor just behind her right shoulder. She didn't start at all.

"I do much more than look pretty, camera boy." MJ retorted. Peter hurried a step ahead of her and held the door for her as they entered studio. A few other photographers, a technician, the girl who got people coffees and Lily Hollister were already there. Peter's eyes widened as he watched Lily hide her undress strategically from the camera. MJ wished she could have just rolled her eyes at Peter's teenaged reaction but the truth was her cheeks were turning slightly red.

"Yes! Perfect! This time with a bit more anger! You're furious! Menacing!" The photographer barked and ordered as he rotated around Lily clicking pictures. Peter and MJ moved ahead, she heading to the dressing rooms and he heading over to the main office where he would pick up his shooting schedule.

"Good afternoon, Mr Kingsley." Peter pushed into the office. He had tracked down the fashion mogul and was not surprised to find him here. "Where's Ms-"

"Desiree is no longer with the company," Jason answered preventing Peter from further interrupting his boss. Roderick continued clicking through the laptop that was on the desk. "Your assignment and notes are the counter."

"Thank you." Peter expressed. He was feeling like a coiled spring. His osberry suggested Belly was only a few minutes out. So long as Kingsley remained here he could wait for her like a spider in its web. Peter stepped over to the aforementioned counter and sfted through the handful of file folders until he found the one with his name stickered to it. He turned to the door just as Kingsley closed the laptop's lid.

"Excellent, we'll continue on to the dinner." Peter heard as he was moving through the doorway. Dammit! Now his perfect little plan was ruined. He'd better hurry and get out of there before-

"Hey, tiger. It's me and you next, c'mon. You can ogle Lily after you act like a professional." MJ scooped up his right arm. She was leading him to the second stage. A cubical of lighting equipment and false office furniture.

"You're wearing that?" Peter asked. She was still dressed in the pink t-shirt and hip hugging jeans she had worn to school that day.

"No, just waiting on the makeup guy. Figured you'd want to get your white levels set."

"We should probably wait until you're dressed as you're going to be." Peter struggled over as he kept looking towards the door.

"What's wrong?" MJ asked, her eyes narrowed with suspicion.

"Expecting someone." He guessed.

"Peter…" She grumbled, her green eyes growing cross.

"It's nothing. But-"

The door slammed open and a heavier black man in his security uniform pushed into the studio. He grabbed his shoulder mounted radio and said, "East wing clear."

"What's going on?" Was the consensus of the studio employees. MJ looked to Peter; everyone else looked to the security guard.

"Remain calm. There has been a terrorist attack. The assailant is using gas. We are going to evacuate in a calm manner through-"

"Terrorist! Here! Gas!" The boiling panic threatened to overstep the security guard's instructions.

Peter avoided the wrenching pinch to his upper arm. MJ grabbed his hand. She hissed: "We're getting out of here. We are."

"Look! I can help! it's what I do."

"They're using gas, Peter! Last I saw Spidey doesn't come with a gas mask." The employees were being shepherded into a single file line towards the back door.

"She's using neo-atropine. We use it at ESU, I know how to deal with it." Peter said calmly. "People are going to get hurt, but the very least Spider-man can do is tell them what they're dealing with." Peter grabbed MJ's hand and looked her in the eyes. "And what if Harry or Gwen are here?"

She saw it and realized this wasn't for the first time. The thing that made Peter Parker Spider-man. She saw the weight of responsibility. She saw the need and power that he followed into fight after crazy fight. She even saw the parts that scared her, nearly tortured her with worry. He was excited. He was going to enjoy himself but that was nothing compared to the darkness that propelled him. She frowned, had to look away.

"Good luck. Go. I'll make sure things are OK for you."

In the rush through the back hallways towards the east parking lots of Oscorp, Peter Parker faded away from the group. Lily was running, in high heels, a matching thong and a white robe. MJ was right next to her, worried she might trip or collapse in those heels. Lily was cool and collected. Sunlight greeted them through the emergency exit doors.

"Is everyone OK? Do we have everybody?" The security guard asked as they pushed out into the air.

"Ohmigod! We lost Peter! He was right with me and MJ." Lily shouted twisting around. MJ's hand laid on Lily's arm, calming her down.

"Peter's a reporter. I think he's trying for the exclusive." MJ felt the lie come to her with no trouble. That scared her more than anything she had ever done. She looked back to the building. Peter would be OK.

"I am so getting fired." The security guard moaned.

* * *

The second hall was set up with industrial white tablecloth decor. Girdered beams held up a windowed ceiling. There was no raised dais, no podium, this was one of the few rooms in which there was no designated position for a king. Kingsley believed it had not been used very often by Norman Osborn.

This dinner was a strategic move on Kingsley's behalf. He was feeding shareholders and chairpersons. In an individual one on one setting he would have gone with decades old wine and lobsters the size of house cats. En masse he was telling them, what I do for you I can't do for everyone. Plus it showed the effective, industrial side of Oscorp. Even if the decor was utilitarian he didn't skimp on the food. An army of servers and cooks made sure no one was offended by being served second. Kingsley walked to the fore of the room. His own food set up with members of his board of directors sharing his table and facing the gathered figures.

"I am so glad each and every one of you made it out here tonight." He began. Jason faded into the background a few paces behind his right shoulder. "I hope you all enjoy this meal. I am looking forward, as you all are I am sure, to what we have in store today. I'm sure we all know why we've come here today."

"No, Roddy, I'm afraid they don't know." The woman in the long purple coat and broad flowered hat didn't have the benefit of Kingsley's microphone but her voice carried throughout the small hallway the same. Jason swiftly reached into his jacket for his gun. The first of Belladonna's toughs was ready. A canister spewing orange gas collided with his chest, knocking him down. Kingsley jumped forward, colliding his hip with the table. Emergency lights and an alarm started sounding over head. Toughs appeared at each of the exits, all with gas grenade launchers. The invitees started panicking. Each face was covered in a dark bandanna.

"We were so rudely interrupted last time." Belladonna hissed. She left her muscle by the door. She was clearly a symbol of fear. Even the hysterical guests that were rushing for the exits gave her a wide berth. Several more gas grenades flew out and clattered amongst the tables. Kingsley growled, his eyes watering and his nose twitching wanting to sneeze but for the cough in his throat. "This time I promise we can have our last dance."

"You're a dead woman." Kingsley wheezed gripping the table's edge to keep his feet and his pride. Belladonna laughed. The haze of orange smoke obscured but didn't conceal. She lifted her pistol and fired it's gas pellet round down where Jason slowly moved. The crack of a real pistol followed. The bullet flying harmlessly away from the action.

"No Roddy, I have quite a bit of life left to live."

"Twenty five years to life left to live." The jocular voice taunted.

"No! How can you be here!" Belladonna twisted. she hurried turning left and right looking for the Spider-man. The wide brim of her hat truncated most of the ceiling. She didn't see him. Didn't see the bottle of white vinegar reeled up from one of the waitress's carts. "If you see him, shoot him!"

"She ain't said nuthin' bout dealing with the webhead!"

"Ah, crap, I knew my luck had run out."

"Shut yer faces." Growled the henchman who had entered with Belladonna. "This don't change a thing. We take him out and-"

"No need to take me out, there's great food right here." Spider-man interrupted the meat wall by catching him in a web and securing him over the door. Spider-man rushed aside through the gas.

"I'm out of here. Crazy bitch can do this herself."

"I paid you good money." Belladonna hissed firing her gas pellets at shadows. The air fogged deeper.

"Yeah, well keep my second half." Said another good the door crashing open behind him. He made a dash and found his ankles tied up a few feet out the door. He crashed to the ground as the door swung shut behind him. Many of the guests were staggering, but still moving forward and they chased him through the doors.

"You idiots he's just one man!" Belladonna shrieked.

"Just one Spider-man." Corrected the disembodied voice.

"Hey! Don't! What're ya-" The rest of the last man's shouts were garbles of nonsense. No words making it through the haze.

"Alright, take your time, Spider-man." Laughed Belladonna. "I bet you're feeling just peachy by now."

"I feel great. I want to thank you for staying on theme, Belly. Neo-atropine, derivative of the belladonna's toxin. Did you know that belladonna has a very easily acquired counter agent?" Spider-man walked through the smoke. Appearing, in the haze before Belladonna. His feet moving in single file across the overhanging girders. "Just a little vinegar is all you need. Of course, it's a hell of a smell to soak a mask in."

The bottle of white vinegar he had lifted from the cart was tossed between his hands. He turned his head and Belladonna followed his gaze.

"No! You won't!" Belladonna grabbed a steak knife and rushed Roderick Kingsley who was still slumped over on his table. Her wrist was caught by the web and she was dragged kicking and screaming off the floor.

"Hey, the plants are beautiful the way they are, you don't have to go pruning them." He grabbed the knife from her hand, kicked the hat off of her head and tugged the pistol out of her coat's waistband. The teary eyed face of Desiree Vaughn-Pope shrieked at him. Her pistol clattered across the tile floor. With a few more strips of webbing she was stuck to the girder. He slipped his friendly neighborhood Spider-man card above her left ear. "Don't worry, flower girl. I'll make sure to the tell the warden you need plenty of light and fresh air to bloom."

Spider-man rushed up to the skylights, making sure to pull open every window to let the gas billow out, even the glass panes that weren't supposed to open. The sound of ambulance sirens lining up outside the front gates told him he only had to pass the word onto the paramedics and his job was good as done.

* * *

"Thanks Captain Stacy." Peter nodded. He and MJ had been given a personal ride back to Forest Hills in the back of a cop car. Aunt May rushed out of the front door, her face white with terror as she ran up meet the teenagers.

"What happened? Is anyone hurt! What's going on?" She burbled rapidly.

"The kids are fine." Stacy overstepped Peter's response. Peter was scooped up in a tight hug by his aunt. "There was an incident at Oscorp. The studio where Peter and MJ were working was completely ignored. I just offered them a ride home after the fracas."

"Oh my God!" May gasped. "Was Harry or-"

"No, they weren't there."

"Spider-man! Was Spider-man there?"

MJ looked away and Peter pulled away from the hug. MJ stated: "Yes he was."

"And you went after him didn't you?" May was shaking.

"I-"

"No," MJ interrupted Peter. "When things got bad he stayed with me and made sure I was OK." A bald faced lie and Peter's heart went out for MJ. He had felt the guilty stab that each one of those left inside you. His insides felt even icier to have someone else lying for him.

"Your boy's a hero." Stacy agreed. "I wish all teenagers had that much sense in their heads."

"Thank you MJ." May pulled her into a hug. Anna was hurrying over from next door. "If you weren't there I don't think I'd have been able to trust Peter."

Stacy watched the aunts and their teenagers for a moment longer. The flat frown on his lips spoke volumes and cut right into Peter's soul.

* * *

"This is unacceptable!" Roderick Kingsley was furious. The EMT had left Jason to hold his own aerosol there were others who needed more immediate attention.

"No one was hurt. Spider-man managed-"

"It is not OK to let some smart mouth vigilante expose our asses every time some fool wants to suit up and take a swing at me. No, more drastic measures must be taken."

"Sir, you can't mean... Of course you do. You're aware that no one has managed to do this and remain on top." Jason took a deep breath into the rubber mask.

"No one was prepared for victory," Roderick fisted his hands as he paced. "We'll leave nothing to chance. This can be done right, it has just been waiting for the right man to come and do it."

"I'm skeptical," Jason admitted. "Tombstone was successful forever and a day until Spider-man."

"Lincoln was a hack," Kingsley snarled, "I master empires. I can take the rough from anyone and make it gleam like gold. Why settle with Oscorp? Why stop at anything? Rhino, Sable, Spider Slayer, Belladonna. They all have marked me. If they want me at their table, I intend to win. Besides brains and resources I have one thing desperately needed to rule this world."

"What's that, sir?" Jason raised his eyebrow.

"Preparedness for Spider-man." His grin haunted his face.

"Oh God, Roddy," Jason held his tongue as Lily ran up and encircled Kingsley in a tight embrace. Her dark skin seemed pale and her mascara had run. She was breathing shallowly. "You're not hurt."

"No, not hurt," He held the back of her head in his hand. He exchanged a silent decision with Jason. "But sometimes one needs to be burned to learn the lesson."

* * *

Next Law 309 - Double Jeopardy

AN: That's right: Belladonna. Totally set up in the basic series. Goddamn the small time villains.


	9. Law 309: Repeat Offenders

309 Repeat Offenders

"They're saying it's your fault." Jenkins told Manfredi. "You're inclusion of a supervillain, led to this."

"They'd be wise to keep their mouths shut." She replied. The back window rolled up. "Reports are less than explicit. Jack doesn't know the meaning of subtlety."

"Goblin is dead."

"Yes." Sable sneered. She looked back through the tinted glass. The fire fighters were doing quick work containing the smouldering ruins of her waterfront warehouse. Her car rejoined traffic unnoticed. It still didn't sit right with her. Jack had been a good little psychopath since Tombstone had been flushed out. He had kept his rampages to armored car robberies and retaliatory strikes. Sable had hoped he would have been smart enough to leave well enough alone. She still believed that. Her crew did not. In the name of saving face, she was going to get nasty. She hadn't smashed pumpkins since Halloween in junior high.

* * *

"Liz made the honor roll. She is so excited. If I don't take her she'll be devastated." Peter had been pleading his case all morning. Liz had kept him up all night badgering him about the importance of the Hydra party.

"Of course you can, Peter." May smiled over her mug.

"It's an all as ages club. There won't be any drinking. She'll never forgive me if I don't make it."

"I said yes twice now." May pointed out.

"I'm not even going to need uncle Ben's old tux. Liz bought me a shirt as a way to say thank you. I'm supposed to wear that and-"

It behooved May to pick up one of her muffins and shove it directly into Peter's motormouth. He managed to snap out of his babbling when his reflexes nearly encouraged him to wrench May's arm from its socket. Luckily, he didn't even pull at all before he caught himself. He took the muffin with a sheepish smile.

"I thought I told you to be honest with these girls, Peter." May looked at him with worried eyes. "It's like you won't take yes for an answer. Well I'm not going to give you an easy way out. It seems like you and Elizabeth need to talk."

Peter didn't have a reply. He watched his aunt take the extra muffins to the cookie jar next to the fridge. His thoughts had started to catch up with him but nothing quite formed before his phone rang. "Liz?"

"Petey! I'm sorry but I couldn't wait. Did you talk to your aunt yet?"

"Uh, Yeah. We're on."

The resulting excitation was pitched high enough to wake every dog in all five Boroughs. "Tonight, eight o'clock? "

"I don't think I'll make it through these next twelve hours." Liz confessed.

"I'll see you tonight." Peter shared no excitement. He cut off her goodbye with a click of his Osberry and sat it face down on the table. His forehead immediately fell beside it.

* * *

"Mornin' LT, did I ever tell you how good you look in gold? " Sergeant Stan Carter had a bright smile that morning. He carried two steaming cups of coffee. He was still getting used to having a new partner. Vin Gonzales was no Jean deWolff, but the kid was eager. Stan wondered how Al had kept up with him. His old partner was perched behind a half century old desk. She was not wearing anything like a smile. "Two cream no sugar. They didn't have that cream cheese you like so I just skipped the bagels completely."

"What the hell are you doing talking to reporters?" The lieutenant tossed the day's Daily Bugle onto her desk.

"Uh..." Stan replied in due eloquence. He then gestured forward with the paper wrapped cup.

"We do not sanction vigilantes!" She shouted taking her feet. Stan wished he had shut the door when he had come in. He tried to avoid seeing the paper under deWolff's hand. Pumpkin Bombings Kill Four "Worthless Lowlifes" was a pretty damning headline.

"C'mon deWolff! Captain gives Spidey a free pass. Nothing I said wasn't true." He pleaded.

"You're not the Captain. You are not the only one responsible for the fool words coming out of your fool mouth. The Captain wouldn't be so insensitive as to speak this way of the dead. The Captain would never let anyone think we're supporting the Goddamn Jack o' Lantern! As far as I see things, we are way too lenient on this kind of thing. Going forth, our policy is zero tolerance on vigilantism. We're going to start by taking down Spider-man."

"Sure thing, LT." Stan made the mistake of reminding Jean that he had been called in the first place. Her brown eyes steeled on his.

"You should be suspended. I've been given leave to do just that." Her calmness was more unsettling than her rage had been. "I'm not going to do that. I know you'll get into even more trouble if you're not being babysat." That comment incited laughter from the bullpen. Stan hardened his jaw and kept his eyes on Jean. "You speak to any reporter again and you're fired. Understood?"

"Understood." He asserted.

"Good." Carter turned to leave. "When you come by tomorrow, you'll bring the bagel."

* * *

"He needs to be sedated. Please. He's in pain." Dr Ashley Kafka looked up from the gurney. Her hand resting on John's shoulder. It clearly wasn't as soothing a gesture as he seemed to need. The Air Force colonel kicked and thrashed against his restraints. Ashley pleaded with J. Jonah, her eyes expressing her concern.

"We need to keep him sober." Dr Warren 's voice belied sympathy. Kafka only heard the dangerous curiosity that bubbled at the bottom of his soul."This is a delicate operation. We need to verify the state of his brain chemistry."

"The power! Give me back the power!"

"Doctor!" Jameson rushed to his son's side. Ashley was crowded off the patient's shoulder. The newspaperman pleaded with her. "How can we make him more comfortable?"

"Without sedation-" She met Warren's eyes and changed tack. "We'll .secure his jaw so he doesn't bite his tongue off."

"Thank you, doctor." Warren's gratitude was a sour reward. Kafka sorted her medical tools. Jameson brushed his son's forehead. Sweat was soaking through his straightjacket. The padded leather restraints creaked and pulled under tension.

"This well help him won't it? Because God have mercy on you if this is some -"

"I assure you Mr Jameson, this is the best hope for your son. " Warren laid a hand above Jameson's elbow. "Everyone here is doing their very best to give your son back the life such a brave young man deserves."

"We're ready," Debra wheeled in a table full of syringes and instruments. Ashley looked to Debra but found no emotional compatriot. John struggled against his muzzle. His father kissed his son on the forehead.

"My eyes are on you." Jameson turned towards Miles. He resisted a moment before allowing Debra to lead him from the room.

Kafka oversaw the precision team that Warren and Whitman made. After two quick blood samples and one cerebrospinal fluid sample, the pair started on their supposed cure. Kafka had read the papers and agreed with much of the abstract. She felt this was foolhardy and impatient. Grafting mammalian DNA onto human should be decades of trials away from such a test. She tried not to grind her teeth too loudly. She doubted J Jonah Jameson would have noticed an earthquake at the moment.

"The treatment is prepared. Sample is lupine focusing on strength and familial bonds." Warren spoke for the recorder. Debra applied an arc to the sample. "Electrolyzed. Administering treatment."

"Is it happening? What's happening?" Jameson gripped the railing as he looked down into the theatre. His son rolled and thrashed in his bonds. Warren had stepped back after injecting the serum into John's forearm. Debra had needed no cue to stay back. They gave no passing look to Jameson's conniptions. Slowly, minutes ticking near the hour, John began to settle. Kafka rushed ahead of Warren. She leaned over the patient. His eyes showed lucidity. He was patiently waiting to be released. For a moment, she thought of Warren as a miracle worker. She was working off the mouth restraints when the father pushed against the son.

"John! How do you feel?" Kafka had a smile for the man who steamrolled her.

"Do you think we could get a table at Luigi's? I could really go for that steak." The collision of a hug guarded the scientists from seeing a father shed tears for his son. Kafka turned to offer congratulations to Warren. She saw his back disappear into his office. She decided to offer her hand to Debra. They set to cleaning the lab.

"The preliminaries look good, Miles."

"Of course they do." Dr Warren was impatient. "All I need is your specifications and we'll be ready to proceed."

"Time is of the essence, but we will not be moving ahead recklessly. I will monitor Jameson for the time being."

"This lack of faith insulting, Michael."

"I would expect no less of you. We're men of science, not men of faith."

"Very well." Dr Warren agreed. "I will require the retainer nonetheless."

"Now this is the man I can trust. The money will be transferred by the end of the day."

"There is one way by which I can assuage your hesitations." Dr Warren suggested.

"Jameson is not a man you want to upset." Michael reminded.

"This will assure him the procedure is foolproof." Dr Warren shrugged. "A few hours of turmoil will be fine. I will begin the trial when the money transfer has completed."

"Very well. I hope for both of our sakes you're as successful as your confidence suggests." Michael fell into a coughing fit into his red handkerchief. He took a moment longer to compose himself. "Good day, Miles."

"Farewell, Michael."

* * *

Hydra occupied the first two basements of its Midtown home. Gwen had never felt so out of place standing in line. She was sheltered under Harry's arm while he chatted and bragged with Kenny. The few attempts Glory had made at conversation had died between the teenaged girls.

"Rand and Sally are already inside." Glory looked up from her phone. "Flash is on his way."

"Any word on MJ? " Gwen asked. She wasn't certain if she was too afraid of asking about Liz and Peter or that she wanted to keep him from her thoughts.

"Just that she's fashionable but not late." The redhead seemed to materialize out of the crowd. Her green eyes turned to Gwen's new dress. "Wow, Gwen!"

"I know," Harry and Glory agreed. The quiet blonde was wearing a red dress. The skirt floated in waves at her knees. The front was conservatively cut, yet accented her figure more than anything she had worn before. Her arms and shoulders were bare except for the rose corsage on her left wrist. Her cheeks were mimicking the hue of her dress. Her flat sandals, though lovely, didn't quite complete the dress.

"I particularly like her accessory." Glory referred to the boy attached to the blonde. Harry matched his date with his full on tuxedo with a millionaire's smile. His arm never left Gwen's shoulders or hips. Mary Jane saw the dimness in Gwen's eyes and held back her praise.

"Yeah who says money can't buy you love?" Kenny laughed. The immediate scowl on Glory's face told him how poorly he picked his words. He still remembered the fall formal and how Glory had picked Harry until Kenny had properly apologized and had won her back. That plus the championship they had lost from Harry's drug use. Kenny harbored hard feelings.

"What the hell are we doing waiting in line." MJ defused Glory's imminent rant. "You've got a billionaire and supermodel in the party. The bouncer isn't going to stop us."

"Isn't that a little unfair?" Gwen asked.

"Absolutely!" MJ beamed.

"Lead the way!" Kenny prompted and pushed Glory by the small of her back after the redhead. Harry's fingers laced with Gwen. The smile she returned was excited and genuine. That's what scared her the most.

* * *

Silver Sable grinned in full kit. Her ponytail whipped through the pall of smoke as she fell back. Her knees were slightly spread, gripping the metal railing of the catwalk. Her eyeblack boxed the sights of her weapon. The trigger compressed. The hammer fell. The charges detonated. Bladed staples raced from the muzzle. Her whooping laugh sang harmony with pumpkin screams. She kicked her legs free continuing her flip to the lot below. Fire lanced through what could have been her head.

"You're getting slow Jackie Boy!" She taunted from her one knee crouch.

"You are one ungrateful bitch." Jack's pogo like glider cast sparks from the rail where Sable had so recently dangled. "I had a place for a woman like you! You could have been my queen when I conquered this city."

Sable's lip cocked in disgust. Her Wild Pack took beads on Jack. Gunfire erupted, suppressing an immediate response and drawing actual fire. She kicked into a run, grabbing a hanging chain in her left hand as she gathered speed. "Sorry, Jacky Boy, I have a rule not to get in bed with anybody green." His glider kicked up. Her staple missed his knee but sheared the bottom of the rocket. A blast of exhaust squealed. Jack was thrown clear. Sable's chain was taut and pulled her into the air, swinging back into the fight in a circular pendulum. Jack hit the concrete. His armor kept him from getting torn up as he skidded a couple more feet. Sable released the chain and landed on Jack's supine body. Her shin guards and combat boots squeezed together on his hips. Her staple gun pointed to his bright flaming helmet. "Or, you know, psychotic."

Jack managed to grab Sable's vest above her breasts. He yanked forward as she pulled the trigger. Part of his helmet burst. Sable cartwheeled, but his grip was good. Her long platinum hair scythed through the flames as she pitched over him. The cracking of gunfire drowned under the shriek of pumpkins.

"Too little too late," Sable spun as she skidded the to a halt. The staple gun kicked against her shoulder, bruising her bruises. Jack's eye narrowed through the coughing flames left of his battered helmet. Weaving avoided the first and final staples. The second punched into his armored forearm and the third caught his retaliatory grenade mid flight. Sable and Jack were thrown back from each other. Sable slammed into a crate that splintered and dumped its straw and handguns over her shoulders.

"Captain!" Her soldier shouted to her.

"I'm fine! " she spat humiliated for drawing the sympathy in the middle of the stand off. Green fire and screams ringed the warehouse. Jack's flames towered over get. Sable tugged her shoulder strap. There was no heft. Her weapon was gone. She didn't scream. She just looked up pissed.

"Ms Manfredi!" Came the call again.

"I'm-" Jack 's boot ended her reply. He grabbed her again by the chest and yanked her to her feet.

"Your goon is trying to tell you those aren't my bombs!" Jack growled. He whipped Sable around. She saw the muzzle flashes of her men disappear in sequence. Each fighter vanished in a flash and a scream.

"What?" Sable watched the shadow materialize. He was dead. She had watched them bury Osborn.

"Haa hahaha![1]" Bellowed the Goblin. The smoke parted and he was there. He was darker than the Green Goblin. The natural orange yellow of his Kevlar mask grinned madly under a torn burgundy cloak. He crouched on his glider. He raised his left fist. Three pumpkin blades gleamed in the firelight. "You're dressed to kill tonight, Ms Manfredi."

"You have no idea." Sable gathered her shoulders and every ounce of confidence she could. "But I think it's time you found out."

"No, this copycat is my victim." Jack thrust Sable aside. He brought his flame thrower to bear. The spark from the newcomer's index finger seared black into Jack's breastplate. Jack flew backward off his feet.

"You're calling me a copycat?" The Goblin laughed with manic glee. "You're nothing but a drunk at karaoke. I'm Johnny Cash. This is my song now."

* * *

Sweat beaded on her goosebumped skin. Single drops curled through her cleavage. Rivulets slunk down the edge of her spine. Betty pulled on her bangs. A mist atomized in front of her shut eyes. Her lips shined with gloss and saliva. She breathed, sighs catching on the tongue that lagged out across her teeth.

Ned held her by the hips. He bounced her up and down. She rolled herself around on his dick. Her fingernails marked his torso from nipple to navel.

"Ned..." Betty whimpered. Her body rocked in motion and flinched in spasms. She was near, pressure was building in her sex, in her veins, in her mind and in her eyes. It was a near perfect moment. Ned twisted under her, almost precognitively to his phone ringing.

"Don't answer it!" Betty stopped against her body's demands. Ned had the nerve to smirk at her.

"Robbie?" He answered. The reply was long but didn't carry to Betty. After a couple seconds Ned sat up. Betty was still impaled and aghast. She started hearing Robbie's voice through the small speaker.

"-ship in the East River. Sources say its Jack. Can you get there?"

"Consider me already on my way." Ned bubbled excitement.

"Ned!" Betty hissed silently. Need just kissed her as he picked her off his lap. She flopped on the bed as Robbie shared the last of the details. "Excellent, I'll be there in a New York minute."

"You'll never believe it. Foswell thinks it's Manfredi, but we know it's Jack so I got first bite. "

"You're seriously expecting me to be excited right now?"

"Of course," Ned had pulled on his pants and slipped into a t-shirt. "You're the best."

"At l least one of us is." She mumbled as he hurried out the bedroom door.

Betty sighed, she was cooling down. The roof was boring to watch. The sex had been good but now all she felt was three kinds of empty. Her fingers started circling her sex. If she wanted to spend yet another night alone in bed, she should have stayed home. At least there she had her vibrator and fan stories about being webbed up and dominated by her hero. Well, if Ned was going to ditch her for a costumed man, why shouldn't she?

Betty's eyes drifted shut as the black suited Spider man slipped in through the window. Her lips curled in a smile. The bedsprings were an orchestra her hips conducted. She was quickly murmuring and panting as he mounted her.

* * *

Peter was only twenty minutes late. He had managed to wrinkle and misbutton his new shirt. New York's finest had a web wrapped gift waiting for them. He ran his hand through his recently neat hair. He had forgotten the flowers. Liz greeted him with a smile and a kiss. Her purple dress hugged from the swell of her breasts to the tips of her thighs. Peter's tongue nearly collided with his shoes.

"C'mon Petey," Liz led him by the hand towards the elevator. "You have all night to drool over me. I can't have you worn out yet."

The cab was then caught in traffic. The line into Hydra was brutal. Their friends had been in and partying for nearly an hour before Peter and Liz reached the doorman. Liz almost wished she had another hour to be struck in transit with Peter. The first thing they saw through the light show and smoke machines, was Gwen Stacy. The blonde was sandwiched between Harry and MJ. The band geek had the brains, the rhythm and the body. Liz tugged Peter to the left. She had intended to pull him straight onto the dance door. Right now, it was far too crowded.

"Lizzie!" Sally shouted. Her shriek managed to cut through the overbearing music. The tiny cheerleader was still swallowed in the crowd despite her three inches of heel. Liz scanned the crowd. It was Peter who saw Sally and pulled his date to the big table.

"Sally," the two girls met with a hug. "I love this dress! You look like such a slut!" Sally was in pink, the cut of her neck almost to her navel. Her pert breasts squeezed and out. Peter noticed them a third time.

"You're the hot one." Sally retorted. "That shirt is slutty! I'm surprised I can't see your underwear."

"Maybe there's nothing to see." Liz nearly stopped Peter's heart. "I'm surprised you and Rand aren't out on the dance floor. Who is he talking to?"

"John something. I can't believe he can ignore this dress." Sally grumbled. Her arms crossing under her breasts almost distracted Peter one more.

"John's out of the hospital?" Peter pushed in closer.

"Yeah," Sally retreated a little bit when confronted with her own selfishness and Peter's proximity. The frown on her lips was still partially directed at Rand.

"Let Rand catch up with his buddy. Let Petey and me take you out on the dance floor. " Liz picked up her best friend's wrists. Sally gave an unhappy sneer towards Peter. Liz tugged. Sally followed. Peter slogged behind.

Hydra was seriously crowded. Midtown's population was stuffed in passed code and then supplemented with dozens of unrelated party goers. Liz was electric. She ground and distracted and herded Peter by his heart and his hormones. She had been teasing with Sally. Her dance moves eventually revealed the thin material of her thong. Peter found himself having a good time. He couldn't speak to Liz through the music. Sally just sort of lost herself in the crowd. Sha Shan and Flash circled. MJ tried to steal him for a song but found Glory and Liz immediately winging her and slowly levering her off of Peter.

Gwen tried to have fun too. The crowd of them was mixing but it seemed like Peter and she were always at opposite poles of the group. She danced with Kenny, spent half the song with her feet off the floor and her heart struggling with the laughter to escape her throat. She always came back to Harry.

"Do you want to get something to drink Petey?" Liz hollered into his ear. Her black hair was matte with sweat. Her lips glistening as she licked them. Peter was in slightly better shape.

"Totally," Peter agreed. "I'll grab some and meet you back at the table."

"What?!" Liz shouted over the music. Peter repeated themselves and was sent off with a kiss. He approached the bar but was pushed back a handful of times while girls made their way closer to the barman.

"Having trouble, tiger?" MJ announced her presence by pinching Peter's butt. His spider sense prepared him but he still jumped anyways.

"Just a little." Peter admitted. In truth he was imagining webbing the entire crowd to the floor so he could walk over them. MJ laughed and put on her model's pout and poise and the crowd parted. She grabbed a bottle of mineral water and Peter got a few matching bottles and a coke for himself. He turned and finally met eyes with Gwen. She was staggeringly gorgeous in her dress. Peter's mind began to shut down until she turned from him towards an awkwardly dancing Harry.

"I'm going back out there, tiger." MJ elbowed him.

"Drive safe," Peter mumbled and hurried back towards his own date. The music was less deafening on the fringes of the club. Peter handed water bottles to Liz and Sally. From the first he received a gracious kiss. From the latter a mumbled thank you.

"John! What's-John!" Rand shouted into his phone.

"What's going on? Rand?" Kenny asked but was pushed out of his way by his friend.

"Rand Robertson where do you think you're going!" Sally snapped.

"Its John. He's, I don't know. Howling. I have to go." His phone dropped onto the table and Peter's eyes went wide to see the flash of white fur disappear of the corner of the screen. He could hear Jolly Jonah yelling for his son over the club.

"What! Why! What can you do!" Sally begged.

"He's like an older brother to me." Rand pushed Sally aside with a gentle insistence.

"He was undergoing treatment with Dr Warren." Peter stepped forward. "Maybe we can-"

"Not you, Petey!" Liz grabbed his hands. Her brown eyes were pleading but they quickly molded into a sad smile. "If you can help Rand and his friend, you should go."

"Of course," Peter leaned in and pecked Liz's lips. "You're the best."

"I'll take care of Sally. Go on."

Rand was already far gone ahead of Peter. That seemed to work best for the Spider-man. He was near the door when MJ stopped him.

"MJ, what?" Peter stuttered to a halt.

"It's Gwen." The redhead had a sad smile.

"She's with Harry. He can take care of her." Peter declared with a sick fatalism.

"Tiger, listen-"

"No, I'm needed and you know why." Peter was about to hurry around her but he laid a hand on her shoulder first. "Besides she's got you here."

"Alright, go." MJ slumped. "Just be careful."

But her last wish was overshadowed by the bass and the boom.

* * *

"Is the food here yet?" John was antsy. He had been forcibly on the phone all night. Checking in with his mother, old friends, the Air Force and now finally Rand. He was just glad the kid was in high spirits and still his very cool self. John was starting rumble. He tried to hope it was all his stomach.

"Luigi's cooking it up special for the two of us. Just you me and a couple of bloody shanks of cow. How's Robbie's boy doing?" Jonah was grinning like a madman. He had already accosted two waitresses and the head chef over the enormity of the night. John had turned back to the phone encouraging Rand to complete his anecdote about seeing Spider-man fight Venom at school. The astronaut was happy his father was too busy being happy to comment on the topic of discussion.

"What's that smell?" John perked up drawing a huge breath in through his nose. His lips rolled back in a grin. He snapped his head back and forth seeing the patrons picking and talking over their steaming hunks.

"My boy, what's wrong?" Jameson dashed around to the side of the table but John had leapt his phone clattering onto the tabletop.

John turned to his father but all he said was garbled into barks and snaps. His blond hair was starting to whiten. Muscle rippled beneath his army jacket. His fingernails began to edge into blades. Then the transformation turned violent. His eyes bright and yellowing flashed to the kitchen doors opening where the waitress was appearing with his food. John's head flipped back. Roaring and howling his jaw and mouth extended becoming a snout. Slobber shined on his dagger like teeth. He leapt. The waitress screamed. Her tray clattered to the floor. He dove and began tearing into the meat.

"What are we dealing with?" Sergeant Stan Carter arrived on scene with officer Vin Gonzales. His colleagues had cordoned off Luigi's. SWAT was in the process of positioning snipers on surrounding rooftops. A young woman was crying hysterically while paramedics looked over in the back of an ambulance.

"You!" Stan turned to see Jameson thundering towards him. He sighed, prepared to shrug off the newspaperman and deal with his own. Jameson would not be stopped. "Call off your trigger happy men! That's my son in there and I'll not see him shot down and killed."

"Probably just make him angry." Stan tried to step around Jameson to see the white furred beast man scavenging at each table.

"Besides, there's no budget for silver ammunition." Gonzales quipped and turned Jameson right towards him. His semi-smirk collapsed as all cylinders fired on Jameson's pure directed rage.

"What are our options?" Stan abandoned his partner and turned towards the others present.

"We could try firing the gas canisters through the windows." The riot geared SWAT commander suggest. "If they can take down The Rhino..."

"Any taxpayers left inside?"

"We've been given the all clear."

"Alright," Stan scanned the scene. He was the highest ranking officer present. "Do it."

The windows cracked around small holes as the four gas launchers blasted the charges into the restaurant. The wolf inside growled when one of the spinning gas bombs collided with his head. He was fast, the window left of the door shattered outward. John Jameson was rushing and screeching and decidedly no longer within the cloud of tranquilizer.

A couple of officers brought their sidearms to bear. Stan was not quick enough to stop it he could just see the shit storm forming in front of him. The crack of pistols firing was a fraction of a heartbeat. The bullets sparked against and ricocheted harmlessly off the door panels of a police cruiser.

"Bad dog!" Spider-man had shouted. He had collided feet first into the ribs of John. The monster tumbled out of the line of fire and Spider-man had rebounded backwards. "Now, stay! Play dead!"

The commands didn't have their desired effects. John swiveled up and rushed Spider-man.

"Whoa, Wolfman!" Spider-man was surprised at the speed of his opponent. He was about make a comment on the not insignificant part of his budget that went into maintaining and all too often replacing his uniform.

"My son is not the wolfman!" J Jonah yelled, two officers physically restraining him, "He is a real American hero. He is first and foremost a man!"

"Fine!" Spider-man ducked under a vicious claw swipe. He flexed his arm and hooked under John's armpit. "Whoa Man Wolf! Don't you know these-"

The quip was discontinued as Spider-man howled. Claws raked across his chest while he slammed Man Wolf into the pavement with a straight hip toss. The hero skidded back to prevent all the flesh from being torn off his ribs. His the spider on his chest was quadrisected.

"And I was this close to telling him to play nice." Spider-man flashed out his webs to tie Man Wolf to the floor. "There's a good boy."

Man Wolf tried to rip his arm out of the web but he was stuck. Spider-man had to do a double take. The speed and power had told him he might need to empty both cartridges over John. His happy surprise gave Man Wolf enough time to twist and shred the webs with his free claw.

The next few webshots missed as Man Wolf tore over the top of a police car and banked a corner. Spider-man lashed out a line and tensed to jump away and after the new villain.

"You really need to keep him on a leash, picklepuss."

J Jonah's apoplexy exploded as Spider-man swung after Man Wolf. The Wolf was fast. A hot dog cart overturned. A cyclist shrieked as she swerved into a cluster of shrieking and panicking middle schoolers. Claw marks appeared with chalkboard shrieks as Man Wolf raced a madly unplanned path towards Central Park.

Spider-man dropped out of the sky in a vicious dropkick across snout. The white furred beast somersaulted hard across lawn and dirt. He ended with a slam into a tree.

"Now let's get you muzzled." Spider-man squared off. He made sure to stem the opportunities to flee left and right with webbing.

It only left Man Wolf the option to go for the throat. The fight began hard. Spider-man swayed back from a slash and managed to connect with an uppercut. The punch left him open and fangs crunched down on his shoulder. The hero threw the beast to the floor and scored a kick to the edge of his thigh. Man Wolf pressed the attack. Two claws ripped through newly empty air. Spider-man slapped both palms down on Man Wolf's shoulders. His Spider powers allowed the grip to keep. He twisted throwing Man wolf bodily back into the tree. Webs chased the spiralling Man Wolf.

"Now we just need to get you muzzled." Spider-man declared using more webs to secure Man Wolf's criss crossed wrists to an overhanging limb.

"At least I know you're not strong enough to rip the webbing." The wooden crack preceded the stars orbiting Spider's mask. "Of course, I didn't think about the tree."

Spider-man twisted. He needed to get back to his feet. The earth tearing up where Man Wolf's jaws tore up the earth. The fight was back on. Spider-man pirouetted upside down on the palm of his hand. His other hand raised to slash out another blast of webbing at Man Wolf's feet. His spider sense was buzzing madly. He expected the Wolf to pounce. The air before his face. Gold trimmed green smoke behind pumpkin shrapnel and a hideous scream. Man Wolf yelped and ran. Spider-man was slammed back into the side of a pizza delivery man's scooter.

"Jack can't you see I'm playing with Fido. Why don't you-"

Peter's eyes widened under his mask. His breath froze inside his lungs. That was the Goblin.

* * *

The ship erupted in a screaming blaze. Silver Sable shouted very unladylike expletives. There was a large enough arsenal in the boat to give her this city. She twisted about, doing as quick a headcount as she could. Grimacing, she nodded. One of her Wild Pack handed her a spare staple gun.

"What happened to Jack?" She demanded.

"Hopefully he put himself on the bottom of the river." Her lieutenant declared.

"Nothing's ever that easy." Sable grimaced as a waterspout burst out of the river. "Fall back."

The shadow that blasted out of the water sailed in a shallow arc onto the harborfront. His body armor was bogged down with water. His helmet was cracked broken and leaking gas. His wrist flamethrowers were in working order. He vanished from sight as the ball of fire enveloped him. He staggered forward, pumpkin relit.

"We should put him down." The Wild Pack suggested.

"No, let freaks deal with freaks." Silver Sable slung her gun over her shoulder. The cackling goblin was still circling overhead.

"And what if freaks are not happy with that arrangement?"

The question was potent. The Goblin seemed to be toying with Jack. Splashes of green shrieked all around the smashed pumpkin as he sputtered about on his even more erratic glider.

"We hit them both with everything we got." Sable turned on her heel and jogged out passed the warehouses. Sable Manfredi wanted this night to be done. Her profits were unsalvageable, Jenkins was waiting and this kind of fight brought arachnid attention.

"You think you can just come onto my turf without paying for the privilege." Jack growled as his flaming jets chased behind the new Goblin's contrails.

"You think because a couple rats run away when you walk by you own anything?" The Goblin cackled. "You don't know Jack!" He punctuated his joke with four quick zaps from his finger blasters.

"You make worse jokes than the webhead." Jack threw a pumpkin bomb as hard as he could. The trigger was soaked from the river and refused to detonate. The Goblin caught it with a mad laugh.

"You're toys are broken. Here you can play with mine."

"You're a bad person." Jack could do nothing save for dive for cover off of his damaged glider. Jack hit the pavement on his wrists. He somersaulted away as his grenade was introduced to jet. The blast combined the pumpkin shriek with twisted metal into something properly hellish.

"I'd love to stay and finish our delightful repartee but alas, I can't be in two places at once." The Goblin cut a leg, deeply bowing before turning on his rocket glider and slashing deeply into the city. "Now where'd my date get to."

"He's coming after us." Jenkins said as she checked her side mirrors. She had curved mirrored strips custom made for their bottoms. It allowed her to look above her car. A lesson learned from Hammerhead being caught by the Green Goblin.

"Just what we needed." Sable's men were winged out in two vans. "Shake him loose. We'll meet up at the rendezvous point."

Jenkins never verbally acknowledged an order. She set to work. The streets were clear for New York. Sable radioed her men. She was still in full kit, however her gun was a replacement. She meticulously and swiftly checked it.

"Hey Goblin!" Sable mounted the long gun to her shoulder. She was sitting out the door on her rolled down window. Jenkins dodged around a Probe. The heel of Sable's boot dug into the door handle. Assured of her grip, she shouted: "You should have stayed with Jack!"

Staples whipped into the sky. The butt hammered the bruise on Silver Sable's shoulder.

The Goblin pirouetted through the ordnance until he pushed aside the gun and was mask to face with the gangster.

"Now my dear, is that anyway to make friends?"

He attempted to lob a pumpkin bomb in through the window.

Jenkins cut the wheel. The swerve bumped the glider into the next lane. The bomb skittered across the pavement. The shriek screamed lower in pitch as the vehicles sped off.

"Oh a merry chase! You are oh so much fun."

The car careened through traffic. Sable trusted the driver, she had outmanoeuvred assassins, cops and military in the clunkiest of vehicles. Her stomach wasn't showing the same iron will.

"Wild Pack report." Silver Sable shouted into static. She slipped rockily into the back seat. Something was jamming her radio. Wherever this guy came from, he was shopping at the very same stores as the last Goblin. Silver Sable looked up as her seatbelt clicked in. "Turn north from here. We can't risk fighting in anywhere as open as Central Park."

The Goblin disagreed with her. He walled off the turn off with a pumpkin flame and shrapnel. Jenkins managed to slalom for a short drive but the pumpkin found its way into her wheel well. The tires squealed. The pumpkin shrieked. The windows cracked. The women cussed.

The vehicle bounced and rolled. Its roof crumpled dangerously up towards Sable's head.

The glider hovered down next to the overturned car. The Goblin rapped on the window with his knuckles. "You took off without a word, I was beginning to think I might have offended you."

The driver's door burst open with the kick. Jenkins rolled out. Her cap was gone and her blonde hair pulled loose from its professional bun. The pistol in her hands shouted. Crack! Crack! Crack!

A bullet resistant vest can fail when shot with a pistol. And even if the bullet is caught the momentum still transfers to the target. Goblin's armor covered more with thicker armor. The armor weighed more but the three bullets still managed to stagger the Goblin off his glider.

"Not wise," The Goblin snapped. He flashed forward. The next bullet buried into the asphalt. He snatched the pistol from Jenkins' hand with his left and slapped her backhanded across the face with his right. "Not wise at all."

"I don't think we want wisdom from some goofball dressed like a cartoon." The staple gun had been damaged in the crash. It wouldn't fire. Silver Sable swung it like a club. The Goblin staggered and the second blow slammed him to the ground.

"Ah, the lady finally steps out onto the dance floor." The Goblin laughed as he shot her ankles out with both index fingers.

Silver Sable let out a shriek and went to the ground. Jenkins tried to stand but another pulse took her between the breasts. Her shoulders and back collided with the side of the car.

The howl split the night. The Goblin stepped over Sable's body and began to laugh. The glider's exhaust roared across overhead. The Goblin began fiddling with his wrist controls. "I hate to leave a woman unfinished but it seems there's another party I must attend."

The Goblin ran off. Turning a nearby corner and disappearing into the night.

"Do you need a medic?" Sirens were starting to overcome the noise of New York.

"No, I'm ready to go." Jenkins helped Silver Sable to her feet. "I called for extraction."

"Good, we need to regroup." Sable turned towards the sirens. Her eyes flashed wide. Jenkins pulled her out of sight as a massive wolf roared passed.

"Stay! Bad dog!" Spider-man shouted as he chased after the dog. "I am such a cat person."

Sable and Jenkins watched the two chasing cruisers avoid the overturned car and follow the Spider-man and into Central Park. Sable turned when she felt Jenkins's insistent hand on her elbow. "That's it. I'm becoming an accountant."

* * *

Liz listened to Sally with mirrored impatience. She was ecstatic to be back with Peter but she often felt doubt. The truth was all the things Petey did, all the ways he managed to be late and to disappear, all of these pushed much further under her skin than they had before he had du-before they had broken up.

She saw Gwen. Liz wondered what could have frazzled the girl so badly. The blonde ducked and weaved her way towards the dance floor crowd around MJ. Then Liz saw Harry. That smug look. That cocked smile. Liz had never truly appreciated that afterglow grin before. Petey's poor punctuality and need to disappear chafed a lot less knowing that Gwen was giving it up to Harry.

"Just run off and leave the two hottest girls in the place. Our boyfriends can suck."

"We don't have to stay Sal," Liz turned in their booth seat. "But what else are we going to do. It's not like we could help if we up and chased after the boys."

"Well why not?" Sally demanded. "Seems like everyone else gets to see something crazy in this city. Let's go after them."

Liz saw flashes of her brother and flames and really wanted to say no. The girls weaved out of the club and collided against the backs of Sha Shan and Flash who were in less of a hurry out the main doors.

"Oh, hey girls." Flash grinned as he had one arm around Sha Shan. The asian girl smiled, but forcefully as all of Flash's weight was not on his own legs.

"You two are leaving early." Sally immediately grinned broadly as she darted her eyes between them. The four teenagers climbed out the stairs onto the midtown street.

"Loud, disharmonic, cookie cutter music isn't really my scene." Sha Shan commented drily.

"Yeah, and with Rand and you two ditching, its not going to be much of a party for long." Flash shrugged politically. "Sally and Sha Shan's place are pretty close. Did you want to share a cab?"

"No," Liz was abrupt, "We're not heading that way."

"Cool, good night girls." Flash beamed as he and Sha Shan moved to flag down a cab.

The girls bullied and flirted two groups of teenagers out of the next ride.

"Luigi's. It's on-"

"Oh, I know where it is. Classy place. This a big night for you two girls." The sketchy yet culturally tolerant cabbie bantered.

"No we're on our way to meet boyfriends." Sally corrected politely.

The rest of the drive was in staggered silence. they approached the restaurant to find a police barricade. "I hope your boyfriends are OK."

Liz paid and tipped the driver as Sally hurried out. Liz nearly fell back into the car. A giant white wolf howled and barrelled passed her.

"Oh, hellooo Spider-man." Sally purred watching the blur of red and blue and missing Liz's near collision.

"Sally!" Liz was swatting the dirt off of her butt.

"I'm just saying," Sally smirked, "Imagine getting your hands on that little Spider butt."

* * *

"That was a glider. He's dead! He's dead!" Spider-man shouted at the New York night. He was frantic. His Spider-sense tingled and was numb. Tooth and nail shredded webbing. Spider-man finally reacted. The air that housed his throat vibrated the bone snapping crunch of closing jaws.

"Easy boy." Spider-man wheeled back to square off with Man Wolf. "I'm not dinner."

Spider struck Wolf with a lunging straight punch. Claws closed in on Spidey. Blood ran from his shoulders. Man Wolf staggered back. He panted and snapped for air.

"No!" Spider-man yelled as he tackled Man Wolf out of the way of a pumpkin bomb. Man Wolf kicked and clawed. Spider-man was punished with concussion and laceration.

"I do believe I am making all sorts of new friends tonight." Cackled the Goblin. Spider-man managed to fall onto his back and kick Man Wolf up and into a tree. "Allow me introduce myself Spider-man. I am the Hobgoblin."

"Another copy? At least Jack O'Lantern had some of his own flair. Wearing the prom queen's dress doesn't win you the crown." Spider-man had to dive to the left. He brought himself around in a hard turn punching Man Wolf into the dirt.

"All dogs on a leash Spider-man. It'd be bad for my reputation if I had to turn crime fighter on you." The Hobgoblin tutted. His hands whipping up. Six pumpkin blades winged out.

Spider-man leapt forward twisting through the onslaught. Man Wolf growled and yelped. Spider-man turned, his Spidey sense condemning him to see Man Wolf bleeding. The web hadn't reach the tree to pull Spider-man from his trajectory.

Shrieks. Green smoke. A cackling silhouette. If it didn't hurt so much, Spider-man may have panicked. He was hurtled in a twist. Spine collided with tree trunk. The gleaming edge of a pumpkin blade vibrated just above his elbow.

"Well, I must admit, Spidey," Hobgoblin floated his glider down to the collapsed hero. The scrape of metal announced the glider's sword like tongue jutting outward. The edge poised against Spider-man's throat. "I had hoped for more of a fight. However, history is written by the victors. I think I'll tell the world that-"

The pumpkin bomb he had readied exploded behind him. His unblemished armor was raked and battered. Wolf jaws grabbed Hobgoblin's face.

"Oh, good boy," Spider-man had returned to his feet and aimed his wrists at the brawl. "Hobby, you need to forgive the dog. You look and sound just like a chew toy."

The blasts shot Man Wolf up and off of Hobgoblin. Spider-man managed to pepper the villain with webs but the web bullets rebounded harmlessly and he couldn't even pin an arm to a side. Spider-man muttered. "And this is reason seven hundred why I'd rather shoot models."

A web bullet lanced towards the Hobgoblin. He spun out of path with a jump. The glider spun out in a perfect arc to meet his landing. Spider-man raced for Hobgoblin but the newcomer just laughed. "Oh, is it cruelty to animals now."

"What?" Spider-man twisted about. Man Wolf was snapping at him. His right eye was covered in impact webbing. "Someone really needs to invest in obedience school."

"Sadly, webhead, I must depart." Hobgoblin lamented. "My business is just about wrapped up for the evening. Perhaps we can do this again soon. Maybe when you're not so busy walking the dog."

Hobgoblin's speech was delivered with wings of spinning blades and punctuated with pumpkin shrieks. Man Wolf was in a blind berserk panic. Spider-man was forced to twist and wrestle and strike in order to keep jaws from his throat. A particularly large pumpkin was tossed as Hobgoblin turned to fly away. Spider-man leapt forward. Wolf nails cracking on the heel of his boot. He caught the Pumpkin as its eyes were flashing. He thwipped out a tracer onto the bottom of the glider. "Sooner than you think Hobby."

Webs lashed out to trees ahead of Spider-man and he cradled the big pumpkin in his slingshot. He aimed for the glider. It was a choice between dodging the incoming Man Wolf or landing a solid hit with his sling. Spider-man hit the ground. The wolf dived over his head. The air above Hobgoblin opened in a pall of green smoke and a blood curdling scream. The noise pollution ate Hobby's good-bye cackle. The glider was gone when the smoke cleared.

"Alright, Rover, play time is over." Man Wolf was charging away again. Spider-man shot out webs catching hair and dress pants as he attempt to rip Man Wolf backwards and onto the ground. The beast howled, slashing out and snapping with his teeth at the webs. He was tangling himself up worse. Spider-man kept his wrists bent and the webs flowing until the trigger when shhhlllk.

"I think I should save the 'That's a wrap!' pun for Mysterio. He'd appreciate it more." Spider-man hopped towards the balled up snarling creature. The air was beginning to flicker with the blue and red lights of incoming police cruisers.

"Grawrder-man! Help me…" The growl collapsed and John's intelligence began to pool in Man Wolf's inhuman eyes.

"Colonel!" Spider-man rushed down. He had seen the effects of gene cleanser rapidly reasserting Curt Connors' humanity. John's restoration was similar but happening in fits and starts. "Are you hurt?"

"A little cut and a lot sore." His enunciation improved as his snout rescinded into a normal human mouth. "How did-"

"What are you doing to my son!" Ambulances and police cruisers bracketed rushing paramedics and police officers. Sergeant Carter led the charge. Officer Gonzales was attempting to inhibit Jameson senior from barrelling passed the others. Spider-man grumbled.

"Do you feel like you might Wolf out again?"

"No, no I don't think so."

"Well I'd rather go face to face with a Hobgoblin again than get verbally pummelled by your dad. Looks like Doctor Warren's coming with the MTs. Get better." Spider-man spoke as he seated new cartridges into his web shooters.

"Thanks Spidey." John said genuinely. His origami posture in webbing not detracting from his sincerity. "Give 'em hell."

* * *

Gwen fell back against the closet door effectively shutting out the light. The sound forced itself in. The door rocked under Gwen's shoulders. The bass vibrated the concrete floors. Harry fell upon her. His fingers tangled her hair. Gwen kissed him back.

"Oh my God!" Gwen murmured when their lips parted.

"You look amazing, babe." Harry whispered. His hand was so were warm as he pushed the hair back over her ear. It struck Gwen that he was commenting on her looks in the dark. It didn't stop her cheeks from darkening.

"Harry, I-"

The finger across her lip silenced her. Harry laid a kiss against the shell of her ear. Her knees felt like jello. The hem of her skirt kept swishing as her thighs shivered. He kissed her again. Her breath followed his retreating in a shudder.

"We're going to get caught." Gwen hissed out the first words that made sense in her mind. That thought scared her. Peter's hurt face haunted her. Her Dad would lose trust in her. It was so hard. Harry and Peter, it was so easy to hurt both of them.

"We'll be fine, " Harry insisted. He laid his kiss just on the edge of her lips. What about her? Couldn't she be happy? Shouldn't she? Harry made it all feel real. She arched upwards. Her body flush against Harry's. He was so strong. Was it the green? He wasn't blacking out, disappearing like Peter. Leaving her. He had given up Liz. She couldn't up Harry. It was easy to see the new confidence in Peter. She had wanted to be that girl for Peter. Now she never could. Her eyes flared open. The room was dark but for some diffuse blue light coming in from the corners.

"Babe?" Harry asked. His hand not for the first time cupping her breast. It was impossible to hide the stiff nipple, the rush of her heart or the quickness of her breath from his touch. He was gentle. He was firm. She felt a tear threaten the corner of her eye. It was not easy. She couldn't keep stopping him here. She hardly even wanted to stop anymore. Her breath hitched. Her fingers shivered as they settled over his. He began kneading the flesh. It was comfortable. It was good. She ached under and from his touch. They kissed again. The song changed. The beat faster. She pulled him to her tighter. She kissed harder. Her leg lifted. She dragged her thigh up Harry's. An unspeakable invitation. Gwen would have collapsed, unleashed her stoppered tears, if she knew how badly she was telling Harry she was ready. The song changed again.

"You're incredible, babe." Harry sighed breathlessly. He smiled adoration as he settled his forehead against hers. She felt so safe and far away from everything. Only the dark and Harry in her world. He kissed her. Pressing his lips first to the corner of her lips. He feathered across her cheek. She lifted her jaw. Her head bumped the door. It was just an invisible sound in the swell of the music. It seemed like an explosion to Gwen. Her hairband was pushed forward scattering the hair that she had spent so long on. She lifted Harry off of her with two palms on his chest.

"Wow!" He gaped. The sincerity of his breath made Gwen feel more beautiful than she had ever felt. "I love you, Gwendolyn Stacy. Did you want to get back to the party?"

"No," she whispered, giving up the truth before it could be contained. She could only see Harry's silhouette. His eyes bore into her. He waited for her. Just waited. She was nervous. She had to chase away the silence before it crushed her chest. "Harry, you're very good to me."

"You deserve the best." There was an undertone of strength. Harry declared that he was the best. Gwen still smiled, if sadly. He was so sweet. He deserved so much. He needed some happiness. She couldn't just stop him from being sad. Hoping that he would get better so she could pitch him like garbage. Running off to another boy who couldn't even wait for her.

She squeaked as the fright jolted her. Her fingers alighted on his best buckle. Harry laid a palm in the back of her hand. Encouraging her as she had encouraged him. She kissed him, lightly. The belt opened with a snap she only believed was louder than the club. She felt his pants alluding down the front of her calves. Had they been standing so close?

"Babe? You're not moving?"

Fear. Not the worst but the most she had ever known. Her throat seized. She swallowed half a breath. Her fingers slid under the waistband of Harry's boxers. He gasped. She was unprepared. Were they supposed to get so big?

Harry settled his hand upon her shoulder. Her fingertips circled the shaft. She didn't, wouldn't, couldn't close her fist. She felt his heartbeat in his veins. She allowed him to lead her down to her knees. Her legs had been bending, she was starting to squat. No. She wasn't ready for that. She marvelled, looking up to the blue outline of Harry's features.

Straightened, she pushed forward. They were chest to chest; they were cheek to cheek. Her were hand closed. Was that sweat from her on palm? Was it proof she was doing something right? Her wrist obeyed her erratic commands. Harry squeezed her upper arm with his left hand. She rolled her wrist back down. He didn't say anything like a real word.

She shrieked. Gwen was totally unprepared for the quantity nor the trajectory of Harry's semen. Her eyes doubled in white but could find not a candle more of light. More slithered and dove over her wrist. She couldn't figure out if she should or had let go. Harry took a first full of her hair. She had never been kissed like that before.

"Where's my purse?" Gwen bleated the moment Harry staggered back a happy step. She was on the ground pawing for the pink clutch she had put down minutes before. The zipper did scream over the song. Gwen pulled out Kleenex and Purell.

She was frantic. There was gobs of cum invading the lines of her palm. Rivulets ran down from the reservoir in the crook of her elbow to the silver bangle she tore off her wrist. The fourth, fifth and sixth tissues were unnecessary.

"Babe?" Asked after she had settled down. She was still sitting down by his feet. He finally pulled his pants back on. "Babe?"

"Um..." Gwen wouldn't look up towards Harry, "I think I need to talk with MJ."

"Of course. We'll go find her." She twisted up to her get and took off without him. The door closed behind her. He was let in the dark again.

Harry smiled. He raised his right hand. His face immediately illuminated. The nightvision on his Osberry was amazing.

* * *

Sha Shan leaned in against Flash's shoulder. She let her eyes drift shut. His hand on her upper arm was holding her. She had been against dating him in the beginning. She had only seen the childish and strong headed sides of him back then. Now, upon seeing his character, the man he could be, she was letting herself look at his muscles and smile. She heard the ding and whoosh of the elevator reaching her floor. Flash had to nudge her to get her going.

"I had a great time tonight." Flash announced when they reached her door.

"Yeah," Sha Shan displayed a soft little smile. "It was an excellent beginning."

"Beginning?" Flash didn't follow. Sha Shan pressed her body against his and claimed his lips in a slow burn kiss. She didn't stop until Flash's hands tightened on her hips and she felt the rewards of her interest pressing into her abdomen.

The door clicked open, but she had to pull back a few times from Flash's kiss before she was let go. Sha Shan stepped back from Flash. A mischievous smile formed on her lips. "C'mon quarterback. It's only one more play to the goal."

Flash had to hurry back into the hall to retrieve the cane he had dropped. The apartment was a blur. Sha Shan just walked to her room, rolling her hips in a way that drew Flash behind her with a tightening leash. She was silent. Letting her body say the things that died in her throat. She was perched on her bed when Flash stepped in and closed the door behind her.

His eyes travelled up her legs from the black pumps over the blue skirt and breezy top. Her small breasts were thrust out as she leaned back on both palms. Her lips shone as she licked them in nervous preparation. She forced her eyes to be steady when he finally met her interested gaze. She yelped when he thrust forward and dropped her against her comforter.

They had made out, more and more often over the last few weeks. Flash had Sha Shan whimpering in just a couple of breaths. He nipped at her lips and kissed along her jaw. Her lips couldn't close as she exhaled heat. He paid attention to her throat. He nipped the nape of her neck. She mumbled. He kissed the rise of her collarbone

"My god," she moaned, eyes wide as she watched her ceiling. The room was dark, only diffuse light peeking in through her translucent curtains. She rose on her shoulders, encouraging the hands that closed onto her breasts. Her tongue was held just too tightly by her teeth. "Flash. Flash. Eugene?"

"Yeah, babe?" he rose up and met her eyes. They kissed again before she responded.

"Let me up." She whispered, not even certain the words were audible.

"Sure, babe," Flash wore an easy smile as he rolled over and let his girlfriend take her feet. He scooted up so his knee wasn't dangling off the foot of the bed. He turned his face to Sha Shan and didn't push. He just gave her the moment she had taken.

"I want it to be tonight." Her hands couldn't find a place to sit still. She tugged at her skirt, played with her hair and just flexed her fingers at the sides of her hips. "We've got all summer and I want all of it."

"That's awesome, Sha Shan," Flash continued waiting. He could see her clearly in the low light and she was building up to something. Her lips kept moving but it seemed her words were done.

Sha Shan shimmied out of her top. She let the garment spool and puddle on her floor. Flash grinned and unbuckled his belt. The zip of leather being pulled out of the loops caught Sha Shan like a deer in headlights.

"You OK?" Flash asked. He sat up and Sha Shan flashed her bright teeth. The skirt wafted down her legs, settling around her black heels. Flash's eyes stalked to the maroon panties that were damp around her sex.

"I'm amazing," She announced. Flash pulled off his shirt. Sha Shan giggled. She approached the bed again. Her shoes clunking to the ground as she climbed up him. Her hands tracing out the muscles of Flash's torso as he guided her lips to his. His fingers were light in her hair but they insisted she fall back with him. He could feel her smile. His right hand brushed her cheek and slid down to her bra.

"You are amazing." Flash agreed. She crossed her right leg over his pants. She was straddling his thighs as he cupped the flesh of her breast. Her small tits were capped with stiff nipples. She felt the lace cup pushed aside so he could take the nubs in between his fingers. She moaned, catching his lower lip in her teeth.

"You're ready." Flash confirmed with a grin. He was tonguing the inside of his lip, certain she had caused bleeding. She slipped her hands off his body and sat back onto his knees. His hands fell to her belly and she giggled, embarrassment and ticklishness colliding. She unhooked her bra letting it slide down to her elbows before she tossed it towards her skirt and top.

She laughed s Flash grabbed a breast and brought it to his mouth while she reached to her nightstand. A teddy bear and a jewelry box tumbled to the carpet while she held onto Flash's blond hair. She had to struggle out of his lips. A sleeve of Durex hung from her fingers.

"I don't think we're going to need all of those." Flash laughed.

"Coward." Sha Shan taunted.

He pulled up from between her thighs and grabbed her waist. "I'm no coward."

Sha Shan smiled. "No you're, Flash Thompson," she popped the button on his pants, "Hero," she tugged down the zipper, "Legend."

"You better believe it." He grinned and they came together for a light kiss. He shimmied. She tugged. Her fingers pulled his tighty whities along with his dress pants. Soon he was wearing socks and she was wearing her panties. She gasped as his fingers ran down the relief of her pussy. His fingers already pulling back her desire.

She tightly held his shoulders. Her breasts pressed tight against his chest. Flash fell backwards. His fingers still threatening her sex and gliding over her thighs. The gusts of breath that came out of Sha Shan were high pitched and uneven. Flash greeted each breath with a kiss.

She hadn't look down to see his cock. She could feel it rising into her thigh. Her painted nails had nearly touched him twice. "It's time."

"I'm happy." Flash grinned. He picked the waistband of her panties. She had to climb off of him, falling down next to him as he dragged the down her legs. He laid a kiss on her hip and she scritched through his hair. She was naked. His eyes were wide in awe. He dragged his fingers through the trimmed triangle of hair. He brought his slick fingers to his lips. She pushed his shoulder back and climbed back onto her perch.

He guided her, eyes meeting eyes. He could see the nervousness in her vacillating smile. Her eyes were unsteady. He held his cock. He held her hips. She had positioned herself on top. Flash had happily given her the control. She floated over his cock. Her right hand flat on his chest, her left hand and teeth unwrapping the condom.

"I'll put it on," Flash said taking the sheathe from her fingers. She still hadn't brought her eyes to his cock. She raised her ass a little more so he could manipulate and protect each other. In a couple of seconds, Flash was prepared, body and mind. Sha Shan was a heartbeat behind. He stroked the outside of her thighs. She rolled her fingers about the head of his cock. She began to descend. The first pressure met her sex and she stopped dead.

"Take your socks off." She half panicked. Flash pulled them off with his toes as he stroked her cheek. She was breathing heavy and fast. Her eyes closed slowly and then flashed back open. Her sex began to part for his dick.

"Oh. Oh oh ohohoh!" Sha Shan exclaimed as his cock began to penetrate. Flash hushed her and took her hand into his. She met his eyes and squeezed hard on his fingers. Suddenly, there was interference in her slow descent. She hissed. Her eyes crossed and closed. Flash opened his mouth to speak but Sha Shan rallied every ounce of determination she had. Her hips met Flash's and she shrieked.

"How does it feel?" Flash sat up and held her.

"It's ahhh..." She breathed and relaxed backwards. Her weight shifted and she pressed back on Flash's knee. It was his turn to call out.

"Are you OK?" Sha Shan worried as her breath caught up to her. She pushed back forward and was soon laying chest to chest with a smiling Flash.

"I'm spectacular." He kissed her.

"You are spectacular!" Sha Shan garbled. Her hips rolled on his lap. The feeling inside her was far more intense than she had prepared for. Sex in porn, the little she had seen, was always intimidatingly hard and fast. She couldn't imagine moving like that. The measured intimate connection they shared felt very intense.

They moved with sureness. Breaths and sighs permeated the darkness. Sweat beaded on tight skin. Sha Shan tightly knotted her bedspread in fingers. Flash was squeezing her ass tightly. It was beginning to hurt.

Their bodies moved in a steady rhythm. Her body was tight under its skin. Muscles taut and every sensation was hard and extreme. Her ankles squeezed the flesh of Flash's ass and forced his knees to rise off the bed. She was rising high. Rolling up and down the entire length of his cock for every pass. He pushed pulled her by the side and ass. She pushed her breasts against his lips and was kissed for every pass. Sha Shan held him tightly. He groaned long and hard.

"Eugene," she whispered into his ear, "I love you."

"Yes," he panted. His jaw was tight and his eyes were closed. He strained fighting pleasure. Losing. A new liquid heat rolled out inside her. The warmth muffled and trapped in its sheathe.

He slipped down on his back and she pulled off of his cock. Her hand reached back. She saw his cock for the first time as she pulled the filled condom off of him. Her lips twisted in a bright smile. She leaned over the bed and dropped the waste in the bin by her nightstand. Flash pulled her back.

"You didn't come." Flash held her cheeks.

"It was my first time," Sha Shan leaned in and kissed her boyfriend. "I just needed to be with you for this. "

"Well I'm here when you need me!" He grinned widely and she laughed before she slapped his shoulder. She giggled again before falling next to him.

"Why did I have to wait so long for this?" Sha Shan asked the ceiling. Flash tightened his arms around her.

"The wait was worth it." He kissed her cheek and she turned to him to bring his lips onto hers. She had something next to say. She could just see the blue in his eyes in her dark room.

A rapping came at the door. Both teens scrambled under the covers but the door didn't open. Sha Shan stopped breathing. Flash stroked his girlfriend's hair and wondered, slightly racistly, if her dad knew kung fu.

"Sha Shan, dear," Mrs Nguyen enunciated with her definitively American accent. "Its time Eugene went home. Get tidied up and your dad will drive him home."

The kids turned to each other, neither believing her mother. If they're hearts had managed to slow, they might have laughed.

"Sha Shan," Flash stopped her from getting out of the bed. "I love you too."

* * *

Spider-man needed a better way to follow a tracer. With his Osberry webbed to his forearm he darted off into the night. Hobby was quick, but circuitous taking no other obvious path than slightly towards Brooklyn. Spider-man's top web speed was otherwise less than a rocket glider.

"Oh! Lucky day!" The words were only slightly preceded by the tingles. Spider-man cartwheeled off of his line and out of the shrieking path of pumpkin fire. "And here I thought the night was over."

"Hobby! When did-how did you?" Though it was soon obvious to Peter that his little tracer had been found. He wondered what bus he had been following over the last twenty minutes.

"Not the legendary wit you're known for Spider-man." Hobby tsked. The blasts from the finger lasers began pockmarking up the wall just under Spider-man's rapidly ascending perch.

"I didn't expect a call," Spider-man moaned, "You seem like the kind of guy who just leaves his Spider-man and runs."

"Don't be like that, hero." Pumpkin shrieked as Spider-man webbed across to Hobgoblin, "I'm always good for a second round."

Hobgoblin swayed easily aside from the lunge. Spider-man hit the opposite building and instantly kicked back. He flew over the pair of pumpkin blades. "Good because it's way too early to call it a night."

Spider-man landed his blow. He slugged his knee into the center of Hobby's breastplate. The supervillain was tossed from his glider. Spider-man's trick was to web him by the ankle and with his other web shooter grab the first building he had landed on.

"I'm an all nighter kind of guy, Spidey. I don't finish this quickly." Hobgoblin laughed as his glider obeyed his remote commands. It flipped in a wide roll spitting a pumpkin bomb at the hero before whipping about in an S. The middle of the S snipped the web off of Hobgoblin's foot and the bottom of the S caught Hobgoblin on his feet.

Spider-man leapt out through the cloud of pumpkin bomb. "You promise a big evening, Hobby. But you're already running off."

Web over web, Spider-man raced after Hobgoblin. He arced around towers and slapped his feet over roofs. Smoke, contrails and an exhaust of blades led him after the villain. But the mad laugh centered his radar the best.

"Playing follow the leader is not so fun from this side of things.". His webs snagged a Gargoyle and he whipped himself hard hoping to catch Hobgoblin as he rocketed down towards the street. His spidey sense tingled, "And now I know why."

Dozens if not a hundred of pumpkin bombs were waiting for him around the corner. The air shuddered and heaves. Spider-man was thrown about like a sock in a spin cycle. He flopped and bounced until he splatted against the high rise window.

"It was a lovely evening, webhead. We'll have to do this again." The cackle sped off overhead, "Real soon."

It took a couple moments for Spider-man to sort his thoughts and snag a hold with his webs. He bungeed nearly a half foot from the pavement. A little brunette girl excitedly through her arms up knocking the groceries from her mother's hands.

"What a night." Spider-man picked the webs off of his phone. His jaw was set under his mask. Hobby had said real soon. Spider-man was determined to find him again earlier. Tonight was a bust. At least, Man Wolf was back to good ol' John. Maybe he could still catch up with Liz. His web caught a distant hold and he slingshotted himself back towards Midtown.

* * *

"I just don't believe I did that." Gwen wasn't talking above a whisper. MJ had been forced to walk them outside.

"You can't let yourself do anything before you're ready, girlfriend." MJ squeezed Gwen's hands. It was a trial to keep her from spending the entire conversation. "If Harry's pushing you-"

"That's the thing. I think I'm ready for this." Gwen never sounded more ashamed.

"You're clearly conflicted." MJ pointed out. She was feeling uncomfortable. Gwen was looking to Mary Jane for permission. It wasn't that simple. Gwen and Peter loved each other, but weren't together. Harry deserved some true love. Gwen needed to feel love. Liz had laid claim to Peter's love.

"I know. It's just... I'm not stopping myself and-"

"Oh hey girls, how's the party going?" Gwen jumped nearly out of her dress as Peter appeared out of nowhere.

"I think its over now, Tiger." MJ said not taking her eyes off of Gwen until she finished.

"I guess I'd better go grab Liz then." Peter sighed as Gwen turned on her heel and raced off to find Harry. "What's up with Gwen?"

"She's-" MJ shrugged. "Liz left about an hour ago."

"Oh, I guess I should have swung all the way home." Peter saw Gwen lead Harry back out of Hydra and chase after a taxi. Harry waved to Pete and MJ but Gwen looked straight ahead.

"Well want to save me some cab money and give me a swing to Aunt Anna's?" MJ crafted her best moneymaking smile and slipped an arm around Peter's waist.

"Try not to scream my ears off this time. I can only take so much shrieking in a given night, Red."

"No promises, Tiger." MJ laughed. The pair turned to leave.

"Hey, looks like MJ found a guy to take home." Kenny grinned appreciating the redhead from behind. Glory turned and cocked an eyebrow. She took the time to check out her friend's match that Kenny was clearly ignoring. Her lip cocked. Peter gets around.

"You can keep looking at her or you can realize my mom's working night shift and I won't have to keep it quiet."

"Step aside, Hobes. This taxi's spoken for."

* * *

"You said this would help him! You said this would heal him! Look what happened!" J Jonah Jameson ignored all semblance of personal space when he shouted at Dr Miles Warren. The scientist kept a professional look on his face and bore the burden until the newspaperman ran out of lung capacity to keep yelling.

"I told you temporary failures were a possible side effect. The nanobots did their job. They caught and reversed the mutation."

"You told me he might have to worry about back hair and an appetite! This turned him into a monster!"

"Dad. Calm down, let the man explain." John looked up from the gurney he sat on. He had submitted a half dozen different blood tests by now and he was feeling the fight all over his body. Warren thanked the colonel for his calmness but could tell by the impatient look in John's eyes that he had best be clear and concise.

"This failure was catastrophic to say the least." He held up a hand begging for his intake of breath not to be overrun by Jameson senior. "And I had not expected or predicted anything this bad. However, the nanobots are like antibodies. They learn from use. Nothing of this extent can happen again. I've checked and double checked the data. The next flare up should be nothing more than a cold nose and a few white hairs." He turned to the patient. "How are you feeling now John?"

"More worn out than I had ever felt in my life." He admitted. "I'd prefer just to get to the hospital so they can give me a bit more codeine and set me to bed."

"The triage doctor has given you the all clear. There's no head trauma and all of your bones seem good. I can write you the prescription for the painkillers right now and send you home to a real bed." He turned to the older Jameson, "I expect you wouldn't mind having him in your home tonight. All things look good but if there is any cause get him to the hospital right away."

"Put your name on the script and get out of my sight." Jameson sneered. He wanted done with Doctor Warren. Two dealings with this man and two monsters had run loose on the city. Worst of all, for the second time in his life Spider-mask had beaten up his son. This time Parker wasn't even here to document. The words he had planned to cut down the webhead for tomorrow's front page were venomous. If he didn't have to take his son home, he might be inclined to march into the office and hammer out the edition.

Dr Warren walked away. He didn't even feel the glare he was getting from the brunette in the crowd. Ashley was in her street clothes. Just a light top and a dark skirt but Miles didn't see her without the labcoat. She sneered and left the scene. Dr Warren answered his phone.

"I see you've got to look at the samples."

"They're clean. I'm impressed. The subroutine that allowed you to instigate the failure will need to be taken out but I can get behind your process."

"Excellent. When will you be ready to begin."

"I've had my contacts in touch with Panama to bring the sample we need quite shortly."

"I will make myself available for you when you are prepared."

"Very good, Miles."

"Good night, Michael."

* * *

"It was a big loss." Jenkins declared the obvious. She had changed out of her driver's uniform into a pair of cargo pants and a loose military tank top. Across the suite, Sable was brushing out her shower damp hair wrapped in a fluffy white robe. "But not unrecoverable."

"No, it was an eye opener." Sable Manfredi sighed. "This isn't a game for baseball bats and cement shoes anymore. The stakes are higher. I can't expect to revive the Manfredi name with just hard men and powerful guns."

"So what do we do? Make new supervillains like Tombstone did?" Jenkins asked. She had been privy to much of what Hammerhead had his fingers in. She would never have shared an ounce of this information with anyone other than Sable. They had known each other for a long long time. They had fallen out of touch when Hammerhead had left Manfredi's employ to work for Tombstone. They hadn't fallen out of friendship.

"Nothing so rash. We just have to call in favors. My father had had a family friend outfit him to fight like these supercriminals when he got out of prison."

"Yeah?"

"Tri-corp was built on Manfredi money. We want to own this city, we start building with what we have. Get me a meeting with Dr Smythe." Sable put down her hairbrush and yawned. "And don't make it too early tomorrow."

* * *

Betty hadn't found sleep even after her imaginative encounters with Spider-man. She rolled off the bed. Ned still wasn't back and it had been hours. Her overnight bag was in the corner. She spent enough time here. She had wanted to ask Ned about taking over one of the drawers in his dresser for when she had to go to work after she spent the night. It didn't seem like he'd ever be around for her to ask. She slumped her shoulders. Well, she did need to be prepared for work. She couldn't just wear the same blue blouse as yesterday.

She kicked her bag across the blue carpet, unwilling to as little as lean over to pick it up. Part of her felt naughty. Alone and naked in an apartment not her own. She arrived at the dresser. Which drawer could she take. She sighed, the bottom was the easiest choice. She slipped down onto her knees and pulled out the drawer.

There were several pairs of jeans and a half dozen unmated socks. She dug in, piling them on the right side of the drawer. She was folding the third pair of jeans when the glint hit her eye. Curious she picked up the object. She felt a flash of cold inside her throat.

It was about five inches long. It was a double edged knife on a bright orange pumpkin handle. Snap! Betty screamed, jumping back and dropping the winged blade onto the ground. It had opened. Now it stood vibrating out of the ground. Betty watched her eyes reflected in the steel. Maybe she should spend the night at home?

* * *

Next Law 310: Sentencing

[1] Overlord Laharl Disgaea. I don't know why I chose his maniacal laugh. I've been on a huge One Piece kick these last few months, I suppose we're lucky I didn't go with "Zehahahahaha!"


	10. Law 310: Sentencing

"Tomorrow, everything changes!"

"What do you mean, Lee?" Robbie Robertson looked up from the copy Foswell had rattled off. Seems a pulitzer did let some reporters get lazy.

"I'm going to be putting together the final threads of our Spider-man Goblin piece," Ned beamed.

"Have you confirmed the identity of Spider-man or The Hobgoblin?" Robbie asked with a tired lilt. The truth was that without pictures even a proper expose could prove unsellable.

"Not as such, no," Ned waffled, "But I can feel how close I'm getting. I can taste it."

Betty stopped at that. She looked at her boyfriend with a mix of pride, concern and suspicion. He was so invested in this case and she couldn't see it adding up at all like he seemed to be claiming.

"A reporter chasing down feelings isn't endowing me with a lot of confidence, Ned," Robbie tutted, "What are you looking into?"

"I've got another informant that-"

"I'm not going to have another set of lawyers breathing down our necks. One Emily Osborn is enough thank you," Robbie caught the glint in his reporter's eye.

"No it isn't that. This guy reached-"

"Ms Brant!" The Daily Bugle stood stalwart in midtown Manhattan. The newspapermen and women of the second strongest newspaper in the Big Apple would shake their heads in disbelief to discover their owner and editor's hollering didn't even shake the building.

Betty rushed along away from Robbie and Ned's powwow. She had been on task and for the first time since she had been employed had it gotten away from her. Luckily, Jolly Jonah had been lightning rodded into another unfortunate soul. She almost made it to the coffee machine before he redirected towards her.

"-and Ms Brant!" Betty rotated calmly toward the screaming conniption and began smiling like she hadn't been distracted, "Where are you? I've been waiting 17.9 minutes for a 35 second cup of coffee!"

"It's been two minutes and it takes three minutes to brew it the way you'll drink decaf," Betty turned away from him with a smile. Jameson stuttered for a moment. Not once had he jumped the gun on Betty getting him his coffee. The crisis with John must be dulling his edge.

"I'll be in my office," He didn't bellow and the door didn't slam. The newspaper was quiet for a full minute.

* * *

"It's pretty obvious, Lizzie," Mark rested his elbows on his knees, "Dad's given up on me."

"That's not it, big brother," Liz shook her head, "He just needs time."

"I've got plenty he's welcome to. Whatever, tell me about something happier," He rolled back his shoulders.

"Petey and I-"

"No." Mark spat, "How's MJ?"

"She's a model now," Liz was angry at the interruption, "They've got posters and billboards selling some perfume." Liz had started wearing Revanna No. 5 as a countermeasure. Peter liked it and he wouldn't be thinking of MJ when he smelled it. Plus it smelled really nice. Luckily, her dad didn't mind spoiling her a little.

"And I got there first," Mark chest thumped.

"First? Really?"

"I mean before she was famous," Mark admitted with red cheeks.

"Yeah, that makes more sense," Liz sniped.

"You saying I-"

"Alright, Miss Allen, time's up." Two guards approached the vault cells. Mark sneered and punched the wall in frustration.

"Inmate will refrain from hitting the walls or suppressing foam will be used to neutralize Allen comma Mark."

"I know," He sighed, "Good-bye Lizzie. Happy fourth of July."

"Happy Third of July," She winked back. They didn't try to hug this time. There was only one shift where they'd get away with that and it wasn't these two guards. Liz did a waggling finger wave as she walked out down past the specialized cells of The Vault.

"Oh, that mamacita has a tight little booty," The Scorpion commented after the guards left, "Is it true she's a slut for gringo dick, Marky?"

"Shut your mouth, Gargan!" Mark snarled quietly. Molten Man stepped to the line in his cell.

"Hey, it's not my fault sweet tits puts the spic in spicy," Gargan shrugged.

"You piece of shit! Shut your Goddamned mouth before I-"

"Voices will be lowered or suppressing foam will be released to neutralize Allen comma Mark."

"I bet it won't take much to get that boreeka fired up," Gargan gave a low whistle. Mark squared his shoulders and huffed out impotently.

"Step back, Gargan," Rhino sighed from his neighboring cell, "Lizzie's a sweet girl."

"And you don't get to talk shit about her!" Mark growled across the corridor unable to hold off.

"Voices will lowered or suppressing foam will be released to neutralized Allen comma Mark."

"Ain't shit, Marky, little Latina's giving it up to her boy Petey," Gargan enjoyed the twitch Mark snapped at the name Petey, "But little

boys are a waste on fine puta like that. Chica needs a proper go and I'll be sure to make it sting."

"You son of a bitch!" Mark roared slamming both fists into the hard plastic barrier. There was harsh metal snap. The blast from the hoses slammed Mark into the ground. A symphony of bubbles and popping followed the quick roar. Mac Gargan fell back onto his bed laughing uproariously as he held his belly.

"Voices will be lowered or neutralizing gas will be released to sedate Gargan comma MacDonald."

Mac slapped both hands over his mouth and his laugh could only escape out the violent shaking of his shoulders. "I know," He struggled to mutter as the tears swam in his eyes.

* * *

"He's everywhere!" The thug panicked spinning and firing blindly into the dust and smoke. He collapsed bonelessly.

"Keep your wits cowards," The Wild Pack soldier shook the blood off the butt of his gun.

"Oh, don't be so hard on the little ones, there isn't half a wit between the six of them," The cackle followed two spark blasts that took the soldier in the body armor. His body spasmed and he fell to one knee. His assault rifle spinning out across the dusty concrete floor.

"You're dead Hobgoblin," The bullets ripped open momentary tunnels in the smoke but there was no goblin to be found.

"Keep down you idiots!"

"Don't shoot at your buddies!"

"Pick up your damned gun, coward!"

The wild pack couldn't manage the gangsters they had come to extract. Sable Manfredi had millions in arms in this warehouse and Hobgoblin didn't seem half interested in stealing any of it. The screech of pumpkin bombs was timed moments before the concussion of classical explosives.

"No! No! No!" The thug screamed as the silhouette of Hobgoblin parted the smoke and chaos. In his left hand, he was juggling two pumpkins while, in his right hand, pressed down the stem of a third. That pale yellow light sparking up the eyes and crooked grin of the bomb. The submachinegun clicked impotently. It shook worse in the thug's hands.

"A little gift for Sable," Hobgoblin tossed the pumpkin bomb like a litterer finished with his coke can, "You'll be sure to tell her I'm thinking of her."

The thug's scream lasted so much longer than he figured it had any right to. Webs, latched onto his shoulders, dragged him bodily out of the warehouse and onto the front drive.

"My spider-sense is tingling. Did anyone call for a webslinger?"[1] Spider-man asked from the roof of a heavily battered panel van.

"Spider-man!" the thug croaked, "Am I glad you're here!"

"I can't say I've ever had a mobster welcome me to the crime scene. You sure you know how this works?" Spidey shook his head and webbed the criminal to the ground by the wrists and mouth. His spider-sense rocked him back on his heels. No! He leapt down to the ground. His legs straddled the gangster's hips. He had trouble lifting a Volkswagen. His muscles strained as he grabbed the van and with a mighty shout he managed to lift and lever the van over his head and down on the other side of the thug and himself.

Sounds effects like bang and kapow and crack-ka-boom were understatements. It wasn't one explosion but it was a mighty detonation. Debris ripped through the upside down van tearing through doors and windows. Glass was blasted down, Spidey hopped a two-step to avoid some of the dangerous pieces. Dagger-like shards of metal stuck out from the second door. Nearby buildings ejected clouds of dust off of their roofs.

"That's my cue. Wish me luck," Spidey received a mumbled good luck from the perp on the ground. He leapt the battered van and rushed into the smoke and dust.

"A little late to the dance webhead," Hobgoblin's voice laughed through the smoke.

"Fashionably late, I think," Spider-man didn't dive straight for the voice,"Besides, my moves will sweep you off your feet."

"But my dance card's all full up," The Hobgoblin sighed, "If I don't get on home, daddy will worry."

The air opened up with a dozen falling pumpkins. It was all Spider-man could do to jump and weave through the shelling and over the toppled piles of slagged and damaged firearms. He had it now, the path Hobgoblin was tracking through the chaos.

"Don't you worry your pretty grotesque head about it, Hobby," Spider-man called, "I'll make sure you get home safe. Provided your home is a 10 by 8 prison cell."

"So sorry, webhead. Perhaps tomorrow? I'm really looking forward to the fireworks," Hobby's laugh was quickly drowned out as his rockets ratcheted up moments before glass shattered, He was flying out the back side of the warehouse. Spider-man raced to catch up before the villain got away, "Just so we don't miss each other, I'll leave you my number."

Spider sense tingled from all directions. "Oh, poop."

Bombs triggered munitions that set off canisters of fuel. The Hobgoblin was quickly flying out of reach. There were men left in the warehouse. It didn't work once but Spider-man had no other recourse. The spider tracer zipped out through the shattered window on a wad of webbing. Spider-man dived back into the inferno. Minutes later he was dragging two final members of the Wild Pack out on to the street.

"Spider-man," Captain Stacy arrived with his men, "Anyone still inside?"

"No sir," Spider-man sighed. He looked to see the four other police officers. Three looked uncertain as to whether they needed their guns. Lieutenant DeWolff's mandate was clear. Except Captain Stacy was just chatting and Sergeant Carter was elbowing Officer Gonzales to point at the vigilante. Gonzales pulled out his zipties to pick up the thugs scattered behind the torn up van, "But there is one more bad guy to go after."

"Yeah, there's always work to do," Stacy shook his head and turned, "Carter! Stop gawking and get those soldiers booked! Gonzalez is making you look obsolete."

"Captain." Work was only a salute away from being properly done. Yet, Carter didn't even make a move until after he gave the retreating Spider-man an appreciative smirk.

* * *

"I was wondering when you were going to show up!" MJ was dressed in lingerie when she snuck up against Peter to snap in his ear. "You're lucky that Kingsley hasn't been in yet!"

"I'm thinking he got here just before I did," Kingsley was the most obvious subject and Spider-man had chased his tracer all the way back to Kingsley's offices. It was a quick jaunt back to his webbed up clothes before he entered the studio legally as Peter Parker.

"Mr Parker!" Jason Macendale, head of security, walked with every ounce of authority his title provided, "I have better things to do with my time then deal with disrespectful truants. You're wanted behind your camera ASAP. Miss Watson, your passport."

Jason delivered the booklet along with a stapled printout. MJ took them with her best grin. "Thank you, I've never been on a plane before. I'm so excited."

"Good for you. I think you're wanted in makeup. Mr Parker! What did I just say to you!" With his final shout Jason left through the stairwell, likely to the next part of his rounds.

"Hurry up, webhead," MJ giggled in his ear, "They've got this amazing black bikini for you to shoot me in."

"I think Kingsley's the Hobgoblin, but it could be Jason doing his dirty work." Peter shook his head, "Keep your eyes open."

"I'm going with Mr Kingsley to Grand Cayman in two days," MJ pushed Peter's shoulder hard, "You wouldn't let that happen if he's some sort of supervillain?"

"No, I promise," Peter nodded.

"Mary Jane!" Speak of the devil, Roderick Kingsley appeared. The billionaire was dressed in a dark violet suit with a bright white floral boutonniere, "My irreplaceable treasure. You're needed in prep."

"Yes, Mr Kingsley," MJ squeezed Peter's shoulder before zipping through the heavy black curtain and into dressing and makeup.

"And you need to start calling me Roddy," He called after her. His charm dissolved into infinite impatience when he turned to Peter Parker, "You're not taking pictures yet, Peter?"

"No, Roddy, I'm on my way," Peter moved to hurry past his boss. A large hand gripped tightly on his shoulder. It was all Peter could do to ignore the tingles and let himself be grabbed. Kingsley had a powerful grip for such an effete man.

"Watch the lip, Parker. There are millions of you out there," There was further tightening on his shoulder. Peter wondered if he could see the Green in a man's eyes. Damn! There was so much he had to follow up. He had hoped to do some sleuthing undercover. But now it looked like he was going to be under a microscope.

"Yes sir, Mr Kingsley," He managed to slip the death grip and rush ahead, "Right away, sir."

"Sorry, I'm late," Peter announced as he slipped into the studio. Another photographer was there and the lighting guy, but no models.

"No need to hurry, kiddo," his colleague said from the director's chair, "Our illustrious Miss Hollister was running late as well. They just got her into prep. Should've seen her. I'd have to get pictures of such a goddess looking like she had just spent the last two hours in a sauna dressed in a gimp mask. The girls back there have their work cut out for them."

"Yeah?" Roderick and Jason had been immaculate but if Peter had made the mistake of putting his clothes on over his uniform he'd be smelling like a chimney. In that body armor with that mask who could tell whether a goblin was a girl? No, Lily might be a bit of a diva but a supervillain? Dammit! She was tall enough. Suddenly, the idea of basking in the near naked glory of a supermodel grew unappealing.

"Your camera ready, kiddo? Here she comes." Alright, less appealing. Temporarily.

* * *

"Doctor Warren, I was hoping I could talk to you for a few minutes," Gwen had put away the last of her gear. Her labcoat lay folded in her cubby locker. Technically, the Midtown sponsored internship ended with the school year, however Dr Warren was happy to have either of his interns continue volunteering as his work continued through the summer. Gwen had yet to miss a day. Peter made his own hours.

"Of course, Miss Stacy," Dr Warren looked up from the simulations his computer was calculating, "Miss Whitman, go ahead and pack up we're done for the day."

Debra gave an affirmative nod and proceeded to her end of shift inspection. Dr Warren offered Gwen the next stool at the bench. Gwen wasn't entirely comfortable with the short skirts MJ had transposed into her wardrobe. With Harry and Peter, she couldn't stop worrying about her legs or her posture or where their eyes were. With Dr Warren, she didn't think twice. In her mind, he was too old, too professional, too respectable to consider the sexuality of a nearly 17 year old girl. In his mind, he was archiving the absolute perfection of her legs as she settled across from him. Was that flash of pink her underwear? Of course it was, Miles, Gwen hasn't grown into the type of woman this base world desires.

"I've seen the files on Eddie and Max," She made sure she sat with perfect posture as she crossed her legs, "I want to help. I want to make them better. Please, let me be a part of this."

"Our patients extend further than simply Mr Brock and Mr Dillon," He suggested, "And the work is highly experimental. I was under the impression that you had been attacked by Electro and by Venom. Even though only Eddie's delusions tie him to Venom it may be dangerous to involve you."

It was true. Gwen still had nightmares. Black organic thunderclouds, bright lightning and then claustrophobic cold water. Fear didn't matter. Facing your fear is what would define her. Gwen loved science. She believed that the world could and needed to be a better place. She would make it a better place. She had the brains, the tools, the opportunity and the responsibility to help. She didn't have the words to convey that sentiment.

"I can face my fears," Gwen declared, "For Eddie, for Max, for John," she could see Harry in her mind, "For a friend: I can do what is needed . I will help them."

"You're emotional attachment to the subjects encourages me to withhold access, Miss Stacy," Doctor Warren laced his fingers and reclined, "This is hard science and our emotions can not overcome our reason or our results."

"I can be professional. It won't be a problem, I assure you."

"I believe you," Gwen swelled up with pride, "But that is only the first worry I have. Mr Brock has shown exemplary manners however Mr Jameson, Mr Dillon and Mr Kasady, especially, are quite obviously dangerous."

"I'm not going to let fear stop me," She squared her shoulders and spoke with an even voice. Max Dillon, Electro, she had seen him fall from affable handyman to mad supervillain. He had shocked and kidnapped her. She wanted to see the old Max. The friendly Max. She was afraid.

"I am humbled by your courage, Miss Stacy," Doctor Warren smiled wanly, "But that doesn't mean I'm not afraid. You will not be a part of these experiments. That is final."

* * *

"Using the fundamental designs of my…" Alistair sneered as he spoke, "Shocker suit, and the mechanical aspects of your father's Silvermane armor, I have begun a composite battlesuit for the lovely Ms Jenkins."

"It's in my colors at least," The driver scoffed as she saw the blue and black armor hanging in the display case.

"Daddy's armor failed pretty quickly when Spider-man tore out his servos," Sable looked at the armored mannequin with trepidation. Osborn, Octopus and Tombstone were out of the picture, yet the Manfredi empire was infertile and dead. It seemed the only way to compete was to produce the costumed supercriminals that Spider-man had become very competent at breaking down. If it wasn't for the likes of Jack O'Lantern and now The Hobgoblin muscling her out of her birthright she'd have been content to let the psychos take the spotlight while she ran things from the shadows. This must be a bad idea.

"Yes, that weakness has been circumvented," Alistair rolled his wheelchair forward so he could present better and look his clients in the eye. Much better than his father's method of ogling Janice and Sable from behind, "The spider-slayer's armor proved resilient to all but the most contained explosions. I've managed to apply it in a three layer pattern over the torso and limbs. The joints are less defended by bulk armor but the undersuit is of carbon fibers and bullet resistant plastics. Only the Rhino has better defenses. Theoretically, I could surpass that armor but that would be too heavy for the magnetic flight modules."

"I'll be able to fly?" To the room it seemed as if Jenkins was just asking a question. Her voice was soft and unexcited. Sable's ears noted the schoolgirl giddiness.

"Not with the precision of Vulture but very near. Much better than a helicopter. Also the top speed will be near the speed of sound," Alistair looked to his father. The son rolled his eyes, he turned his chair and began pointing to the armor, "The weaponry and manoeuvrability are all controlled by intuitive muscle movements in the shoulders, ankles and fingers. The arsenal is quite extensive."

"And it's sized for Janice?"

"There'll be final adjustments when she is suited up," Spencer dripped lecherous slime.

"You'll be able to wear clothes underneath the armor. A tank top and running shorts at least," Alistair reassured the woman, "We can finish calibrations as soon as you get suited up. We'll give you some privacy."

Alistair earned a tired eye roll from his father as they left the immediate room. The father and son scientists stopped short behind the door.

"This is going to have Tri-Corp all over it. Dr Twaki is not going to approve."

"Let the washed up clerk pitch of fit if he needs to," Spencer replied with the impolitic dismissal only Alistair ever bore witness to.

"And Michael?" Alistair knew the answer. The third head of Tri-Corp was most often a silent partner. Michael let the smythes and Dr Twaki follow whichever line of research they chose, except he had revealed obvious interest when Tri-Corp had reached out to Dr Miles Warren over the Scorpion debacle.

"Miss Sable is quite the looker," Spencer bypassed the office politics.

"Yes, quite attractive," Alistair agreed with mild impatience.

"She also seemed quite impressed with you, my boy," Spencer nodded his head, "It would do you some good to take an evening away from your work. I can hardly imagine a better means to distract oneself."

Alistair slumped in his wheelchair. He had just built a fighter jet one could wear as a shirt and his father only noticed the shapely figures they were selling to. Alistair wouldn't be so crass as to ask Sable out. It would be terribly unprofessional at best.

"We're ready for you," Sable Manfredi opened the door. She spoke to Alistair. Spencer took hold of his son's wheelchair as the crime boss stepped back into the room.

"Oh, she's ready all right," Spencer leched, "Fit to be plucked."

Alistair managed to shake the red out of his cheeks by the time he had been rolled out to the dais. Jenkins sat in the suit's underarmor. Manfredi watched from several paces away. Spencer walked over to join Sable and Alistair rolled up to Janice.

"How does it fit?"

"Like a loose t-shirt," She moved showing the give in the suit.

"That'll have to be corrected before we move to the shell," He beckoned for her to come closer and she did. Her underarmor was just a thin cat suit with panels at the shoulder, waist, ankles and gloves. Jenkins knelt and turned for Alistair to send commands at each panel. Eventually there was a tight hiss. The underarmor closed tightly on her body.

"That's tighter than Black Cat's slut suit," Sable appraised. The armor had closed up until it was snug around Jenkins' body.

"Simple commands to either shoulder will loosen it enough to take off when you want to. Now for the shell."

Suiting up was much quicker than Sable had expected. The armor opened from the back and Jenkins stepped into it. It automatically closed when she pulled the helmet down over her face.

"How do I look?" Her voice came out with a computerized rasp.

"Powerful," Spencer Smythe was always the salesman.

"In a way," Sable grinned, "But what do we call you?"

"The armor is called the Mach 1," Alistair proudly stated.

"No, that won't do," Sable tutted, "Supervillains are named for animals. That armor makes you look like an insect."

"Then it's obvious," Spencer clasped his hands behind his labcoat, "She's the Ladybug."

"God no!" Jenkins was revolted.

"If you must," Alistair was still a bit miffed that they weren't calling it the Mach 1, "Beetle is a good name."

"Yes, Beetle," Sable tapped her smiling lip, "I couldn't have thought of better myself.

* * *

"I have to say these certainly don't taste heartsmart!" Anna laughed having her third rum butter cookie.

"So long as you don't say things like that when Peter's around," May swatted her friend. The two had come together on the holiday and had chosen a few guilty pleasure baked goods and glasses of wine over the crowds and fireworks out in the city, "But the truth is they're not bad for your heart at all. It's your liver we need to worry about."

"Well in that case we'll take everything in moderation," Anna reached for a fourth.

"As Ben used to say, it's very important to take moderation in moderation," May remembered fondly, she took her second cookie.

"Wise man, your Ben," Anna grinned as she bit through her cookie, "Peter's acting more like him everyday."

"You have no idea," May grinned, "You should see all the pretty girls after Peter. It reminds me of meeting Ben at ESU."

"Except Ben needed a pretty girl to step on his foot and smile in his face for him to notice her," Anna laughed, "And if I recall only you had the guts to do it."

"Oh, I don't know about that," May sipped her wine.

"I know very well," Anna declared.

May had another retort but the doorbell rang. May snapped through the last of her cookie and wiped her hands off on her skirt. "I hope Peter remembered all the people he had made plans with tonight."

"Good evening, May," May was surprised to see Dr Bromwell at the door. The man had on a charming smile and carried a bottle of white wine with a patriotic bow tied around its neck.

"Come in, Nicholas," May hurried him in behind her. If he hadn't been holding the wine May might have worried, he was rather well dressed for a social call. Some men are just good dressers, "This is my good friend Anna watson. Anna meet Dr Bromwell."

"Oh, the handsome doctor," Anna made May blush, "Come join us, you have to try May's incredible cookie."

"Oh stop it, you incorrigible fiend," May laughed but happily led Nicholas to join them on the sofa.

"These are the cookies?" Nicholas was waved in to reach for one. He bit in, "These are something strong!"

"Oh, a glass for your wine!" May nearly rocketed up to her feet but Anna was already en route to the kitchen.

"I'll get it, May," She tutted, "Sit down with the doctor."

"What brings you here tonight, Nicholas?" May sipped her wine again.

"The last house call I made, you talked about how you were thinking about having a quiet night in with a friend or two. I wasn't certain it was an invitation but it was certainly worth finding out," He smiled and reached for a second cookie.

"Oh, you don't need an invitation to come and visit," May waved off the idea, "We're always happy to have you over."

"Here you are, Nicholas," Anna returned with the wineglass, "What kind of treat did you bring us tonight?"

"It's a riesling," He accepted a corkscrew from Anna, "German, from 2002. My son recommends it."

"Your good taste runs in the family," Anna declared as she watched Nicholas and May take their drinks. Anna hurried through the last sips of her glass.

"Thank you Anna," Nicholas smiled warmly, "It's nice of you to say."

"Oh, I just have an eye for these things," She put her empty glass on the table, "It was lovely to have me over, but I think I might call it a night."

"Oh, you're not feeling ill, are you?" May worried.

"I'd be happy to have a look," Dr Bromwell offered.

"No, I'm feeling very well actually. Just overworked myself helping Mary Jane get ready for her trip. My brother isn't the most accommodating of men. I could use the night off," Anna looked to Nicholas, "Don't let this one keep you up to all hours."

"Oh, go home, you pest," May laughed and saw her friend to the door and gave her a warm hug, "Have a good night, Anna."

"With friends like these," May joked about Anna as she returned to the sofa.

"Life is never dull," Nicholas beamed. They clinked their glasses and took another sip.

"Life has been interesting," May reminisced. A double edged sword that curse: may you live in interesting times. It hadn't been the worst. She took a sip looking at the man who had become her first new friend in a long time. May supposed she should consider Mary Jane but that wasn't quite the same.

"You are an incredible baker," Nicholas grinned after he had chewed through his third cookie, "I haven't had a treat like this in a long time."

"You're very welcome. I was considering some more interesting recipes for my third book. This was always one of Richard's favorites. I remember dropping the care package off at his first day in his master's program."

"Richard was Peter's father?" Nicholas caught the melancholy in May but could see the warmth left behind.

"Yes, what a complete rascal he was," May giggled, "I had a lot of respect for Mary. That woman had that hungry wolf turned into a lovesick puppy in less than a week."

"They sound like terrific people," Bromwell reached out to pat May's knee. His hand lingered and squeezed.

"If only they could see Peter as he is today," May looked down at her wineglass, suspicious at how it had grown so quickly empty, "Richard would be incredibly proud of him. So excited by his internship at ESU and bragging about his jobs at The Bugle and Kingsley Inc. And Mary, I can only imagine what she would think about her little heartbreaker."

"She called him that as a child, didn't she?"

"It was a running joke between Jamie and me, that Mary had never even heard of Peter Parker," May rested her left hand on Nicholas's fingers and squeezed absently, "I keep thinking, I have lived a lot of life but it only recently feels like I've lived a long life."

"My wife had used to say: 'Loss is knowing love.' "

"Then I must have loved more than my fair share," May smiled at Nicholas. That warmth he had seen was surfacing. She was an infinitely strong woman and he found it wonderful. In his adolescence, he would have been timid and impatient. In his twenties, he would have been confident and a little assumptive. Tonight, he was sweet, respectful and self-assured.

May's blue eyes popped wide. Familiar and unfamiliar memories rolled tumultuous in her mind. She was certain she had never felt as uncertain as she did since her teenage years. She tilted in to meet Nicholas. They kissed. Both felt pride and joy. There was a surprised feeling in both of them. Nicholas had come here to share time with his favorite patient turned newest friend. May had invited a friend into her home. They receded from each other's lips.

"I didn't know quite how much I had needed that," Nicholas smiled warmly.

"It is a wonderful feeling being desired again," May agreed, "Ben had never left me feeling without. You never quite know what you have until it's gone."

"It was wonderful," Nicholas realized he was still holding his empty glass. He set it on the coffee table, "I don't know quite what you or I want, but I'm happy to have your company and just talk tonight."

"Don't be silly, Nicholas," May reclaimed his right hand by his fingers, "I'm no blushing teenager. We'll go up to the bedroom and make each other happy. We can think about tomorrow, tomorrow. I know that we are strong enough to decide whatever this means after the act."

May stood up and only had to tug Nicholas's fingers slightly to invite him to was smiling, like she hadn't in a long time. She looked at the portrait on the mantle. Ben and Peter sharing in her happiness. She knew Ben and she knew love. She had no hesitations on her path to her bedroom.

Nicholas followed May into the bedroom. The bed was made with warm sheets and blankets. The walls held treasured pictures. Her dresser was covered in clutter. It was a home and Nicholas felt the welcome May offered.

"Oh," May softly giggled feeling Nicholas's hands wrap around her belly and hips. He kissed her lightly on the top of the ear and the nape of her neck. She rubbed the backs of his hands and let herself be pulled against his chest. He traced her body upward, reaching into her hair and pulling loose her bun. Her hair tumbled down to the tops of her shoulders. He swept his fingers like a comb keeping her ear free. May softly giggled again.

There was no hint of haste. Nicholas slipped the burgundy sweater off of May's shoulders. He kept her close to him as he picked open each button of her yellow shirt. She rolled her shoulders and let it slip onto the floor. She wore a simple white bra that Nicholas eased down each shoulder before unfastening in the back. This time her arms rolled forward and added to the mess at her toes. His hands looped around her belly and waist once again. She guided them up to her breasts as he nibbled and kissed along the side of her tilted neck.

"That feels lovely," She sighed. Nicholas was tall and he had large hands. May felt very warm wrapped up and held against him. She soon guided him down to the waistband of her skirt. He followed along her hips to find the fastener in the rear. The cloth fluttered down in a halo around her bare feet. She had stepped out of her socks the moment he had pulled her sweater off of her shoulder. She squirmed affectionately against him as he settled his hands on her hips and slid her underwear down to the floor.

"You are beautiful," Nicholas admired as she turned around to face him. She was naked and her eyes were lidded and beginning to smolder. She felt as beautiful as he found her.

Her hands shot straight for Nicholas's belt buckle. He wasn't given the slow intimate treatment she had enjoyed. May left the belt in its loops as she unbuttoned his fly. She was unzipping his trousers as she pulled them down to his feet. She left them in a pool around his ankles, fallen on top of her own discarded garments. She expected him to disrobe his socks as she reached for his boxers and freed him.

"Such a handsome, man," May grinned eye to one-eyed monster. She took him stiffly in her hand as she rose up onto her feet. Slowly stroking him in one hand she began picking open shirt buttons from the bottom. He aided her by starting at the top. He became naked in less time than it had taken to get May out of her skirt.

They kissed once again. May kept her slow pull of him as she rose up onto her toes and held him by the back of his neck. He pulled her tight to his chest. They shared passion without adolescent vigor. May grinned madly as she slipped back onto her heels and led Nicholas, walking backwards, to her bed.

There wasn't anything to say. May slipped up onto her bed and inched back towards the headboard. Nicholas climbed up on his knees, crawling over her as they settled on top of the comforter. Nicholas bent low to kiss her strongly as she settled herself on her pillows. Her hair became a silver halo and Nicholas saw her for an angel.

May moaned as she dragged her left leg from between his knees and spread open until she could reach beyond and lay her ankles on his calves. He penetrated her. A slow thrust that only broke their kiss for a moment. He held her with a hand on either side of her ribcage. She snaked her arms around the back of his neck.

May felt lucky. Nicholas cared for and desired her. She knew what she liked. Every muscle from her knees to her shoulders drew him in and rolled to let him out. They kissed and nuzzled together. She breathed softly in his ear as they held each other together, cheek to cheek. No hurry, no delays. They made love with the certainty of experience. For May it had been nearly fifteen months, for Nicholas quite a bit longer. They were both hungry for each other and thankful as well.

The early summer air was humid. Their bodies grew slick in shiny sweat. May recognized the tightness of Nicholas's throat. She could feel the slight acceleration and deceleration of his hips. It wasn't her time yet. Making him wait for her would be foolish and disrespectful of what they were sharing.

"Thank you, Nicholas," She whispered in his ear and sped up as he slowed down once more, "It's time, make me feel beautiful."

"May," He stretched out fully, his taller body unable to keep the intimate closeness they had created throughout the session. He kissed the crown of her head as his breathing grew huffier. May reached around his chest and held him as tightly inside her as she could muster. He finished and she kissed him at his throat.

"How do you feel?" May asked as Nicholas steadied.

"I feel wonderful," He slipped back out of her and kissed his way down her forehead and along her cheek. They shared a warm kiss at her lips for just a moment. She slipped her fingers over his head as he continued further down. His tongue tickled her throat and she giggled softly. He was coming to love that affection. He kissed over her collar and down through the valley of her breasts.

"Mmm, thank you," May moaned as she felt his kisses slip lightly over her tummy. He kissed through her light hair and lowered his lips between her wide spread legs. He hesitated not at all, exploring her sex with expert precision. She was already primed and ready but he didn't hurry to bring her off. May's hand and hips guided him to where felt best. She grabbed herself lightly on the throat. Her body was flushed red and her muscles grew tight from her toes to her jaw. She missed a few breaths. She felt marvelous.

Nicholas returned, kissing back the path he had traced down to her sex. May eagerly shared a sex to celebrate their completion. Slowly, they conformed so that she was bundled up and cuddled against his. He held her tightly but softly.

"Excuse me," Nicholas blushed a little as he yawned. May pushed his shoulder and rolled over to face him.

"I'd love for you to stay, if you like Nicholas," May snuggled in and laid her cheek on his pectoral. "I'm up a little bit later than I like to be but it was worth it. I haven't shared a night in such a long time but it isn't that time yet. We had this freedom tonight because I let Peter stay out until midnight with Elizabeth. However, I'm not sure he's ready to have you over for breakfast."

"I completely understand," He brushed away the hair from her face, "But I will stay here a few more minutes before I call a cab."

"Yes, I wouldn't want you driving after those cookies," May agreed and they closed up to each other just a little bit tighter.

* * *

The whole date. He was here for the whole day! Liz was beside herself, giddily laughing at any perceived joke. Her cheeks hurt so much for smiling. And the date had been terrific. It was simple, dinner, a movie and walking hand in hand down through the late warm New York evening. He had been on time!

Normally, she was waiting at the restaurant for 20, 30, even 40 minutes before he, if he would, show up. Peter had arrived at her apartment and had to undergo awkward conversation with her father while she hurried through getting dressed and made up. She had snatched Peter by the arm and burbled some inconsistent series of phrases at her dad before dragging her Petey into the night.

There was one perfect way to end this date. Liz dragged Peter to her father's hotel. His eyes went wide. "I-I can't afford a hotel room."

"Don't be silly," She laughed, "If I was going to bang my boyfriend in a hotel room it wouldn't be one where this happens."

"Hi, Lizzie, uh, miss Allan, going to the roof to watch the fireworks?" A bellhop greeted her.

"We're going to get to watch the fireworks from the rooftop?" Peter asked with an excited grin. This was the second 4th of July that he had his powers. Last year, he had watched the show hanging upside down from his experimental webshooters. It was how he learned the webbing dissolved after an hour.

"Absolutely," Liz twisted herself in a tight hug around Peter's right looked to the bellhop, "Can you get the kitchen to send up some sodas and popcorn?"

"Absolutely, have fun you two," He grinned, professionally: clearly he would have rather been up on the roof watching the show then working. It didn't break his stride. He waved as he headed off on his errand and they went to the elevators.

The hotel had a high speed elevator for the top floors. It seemed so slow to Peter "Spider-man" Parker. Taking advantage of his web's elasticity and angular momentum he could have slingshotted the pair of them to the room in moments. He couldn't help it. There was a goblin on his mind, the girl on his arm felt ephemeral. Liz rested her head on his shoulder. She had an inch on him so it couldn't have been the most comfortable position, but her easy grin belied that. He kissed her hair and she looked kissed, without making out.

"This has been a perfect day," Liz grinned.

"Imagine the night to come," They kissed again as the elevator dinged. Liz was full of energy and Peter was surprised when she took off at a sprint. He chased after her, easily weaving around an untended maid's cart that Liz had bumped with her hip. The girl laughed as Peter caught up and lifted her easily around the waist. The pair spun around before the stairwell that would provide them roof access. Liz's low heeled shoes landed gracefully as he set her down.

"Oh wow," Liz breathed, "I so thought you were going to drop me."

"Hey, I made an impressive showing during tryouts!" Peter opened the door for Liz.

"Yeah, day one, and then you really dropped the ball," She stuck her tongue out at him over a shoulder as he followed her deliberate butt wiggle.

"I did many thing poorly, but I have confidence in my tight grip."

"Then what do you need me for?" Liz turned around to walk out onto the roof facing backwards at Peter.

"Sarcasm practice." He deadpanned.

"Yeah," She tossed her hair and turned her back to him, "Like that needs work."

"Learning from the best," He sidled up next to her and wrapped his arm around her.

The view of the East River, where the fireworks were due to launch from this year, was amazing. The roof wasn't empty, a couple guests had set up lawn chairs and a couple employees were enjoying a smoke break. Liz led Peter to the northeastern corner. This had been the plan all along. There was basket waiting for them. Inside were two blankets, one to sit on and another to huddle together under if the air grew colder or the wind grew stronger.

Liz sat down and Peter sat behind her. She slouched down against his chest and he wrapped his arms around her. It was only a couple minutes later when the bellboy appeared.

"Enjoy your evening, Miss Allan," He laid a tray next to Peter that had cans of coke in a bucket of ice and a steaming butter drenched salt encrusted bowl of popcorn.

"Thank you," the tip she gave him brightened up his night incredibly. Liz immediately forgot he existed. She sank back against her Petey.

The sun had set. The fireworks were due to start at 10. Other rooftops nearby were beginning to amass people with the same idea as Liz. The two teenagers people watched. Liz pointed out other couples from clearly newlyweds, holding hands tighter than the webbing that brought them together to a platinum blonde in a black dress ignoring a pale man in a wheelchair.

"I'm glad we got together with just us," Peter faked an injury to his fingertips as Liz nipped the first of the popcorn from Peter's hand, "Too any of our dates seem to be congregations of the whole crowd."

"I don't need anyone else but you, Petey," Liz snuggled in as the first geysers of sparkling light streaked up above the river. the booms came a second afterwards. They watched together for the first few minutes. Blooms of red,blue and white meteors burned up in the sky. Gold blasts that broke into further explosions and into tertiary sparklings. Peter leaned over to reach for the second blanket. Liz turned with him.

"That seems like a stupid idea," She looked out past the skyline, "Why are they having fireworks on the Hudson too?"

"What? There was nothing sche-" Peter's jaw dropped as the competing display's screeches reached the rooftop. Orange pumpkins glittered and burned out in the sky. The cackling dissipated as the East River's detonations reached their ears. The last pumpkin faded away. It was obvious, it was clear: Hobgoblin.

"Liz I have to-"

"Oh, no you don't, Petey!" Liz was on her feet almost faster than Peter's spider- agility. "You're not working with The Bugle anymore! you don't have to go!"

"Liz, I do, I have to," He edged towards the exit and she rushed off ahead of him, "I might be needed."

"Needed for what, Peter?" The full hard use of his name slowed him again. She was between him and the door now. "You're just a kid!"

"Liz, I can't. I mean I have to-"

"Petey! Tell me why!" Liz threw her back up against the roof access door. It was no way to stop someone with Spider powers. It was enough to stop a man who had been raised by Ben and May Parker. Peter wasn't the kind of man to lay hands on a woman.

"Those fireworks, not the those ones," He waved at the East River. Some girl on the next building's roof waved back, "They were from Harry's dad. Back at the Halloween carnival, Norman took advantage of Harry then, nearly broke his son's leg! This kind of thing, it can't be good for Harry. He's been clean, but close to a relapse. I-He's my friend. I have to look out for him."

"His dad? Oh my god..." The look on her face was worrying. Liz cared. Peter lied so easily to her, "Harry, can't you call him?"

"We, we've had our troubles."

"Gwen." The look of understanding and patience melted off her face.

"She's with Harry," Peter was always on the defensive when trying to keep his spider-man secret. His guts tightened as he wished Liz was MJ. It was bad enough what he felt about Gwen. He should have been stronger. He hadn't been. He couldn't just ditch Liz, she meant a whole lot to him now. Not that she hadn't before. She-She was speaking.

"Go, Petey," Liz stepped aside, "Call me later. Tell Harry I'm thinking of him."

"I will, Liz," He squeezed her in a tight hug around her shoulders. He was pushing her out of the way as much as embracing her, "You are the best."

"But how come it feels like I'm coming in second?" But her only answer was the mechanical ca-chick of the door closing.

* * *

The Daily Bugle printed every day of the year. Independence hosted a skeleton staff after deadline. Jonah had left with his wife Joan. Urich[2] sat at the sports desk waiting on the last baseball games to finish and generally not going home. Betty Brant had her cell phone sitting on top of the filing cabinet she was filling. She hoped that Ned would answer one of the texts she had badgered at him all day. She didn't feel right.

"This is good work, Foswell," Robbie flipped through the printout, "But with Lincoln out of the country, Octopus at Ravencroft and Manfredi back in prison, there isn't going to be much interest in the story."

"I know boss," He grumbled, "I tried going in deeper with my Patch persona but Silver Sable recognized me from Valentine's Day and all of my leads seem dried up."

"That's not it," Robbie shook his head, "These are all criminals tied to Spider-man. Without Parker's photos to prop up this piece it'll just be tucked in on page 12. You're going to need something imminently dangerous to sell this. Have you tried working together with Lee?"

"Tried, but your ace newshound has been after some goal that he's not sharing."

"What about Ravencroft? Anything further there?"

"I know Mr Jameson would want us to rustle up something because of John but everything I found shows that Kafka's on the up and up and that Warren fellow's truly interested in the science of the cure."

"John," Robbie's jaw set, "Poor kid. Well, I guess we're stuck on this until Ned checks in."

"Let me guess, you haven't heard word one from him in hours?" Foswell was right on the money. Betty snatched up her phone. Even turned it off and back on again but there wasn't any news about her boyfriend. He was almost rabid with this goblin story. She had the pumpkin knife in her handbag to prove it. She looked at her phone again. She was thankful she was angry, because otherwise she would be worried sick.

"Fireworks are starting," The pop pop of the explosives lightly rattled the windows but there was no way to see the east river from here so it was only the noise that was reaching them.

"I guess that's a place for me to call it a night then," Robbie replied to Foswell, "Lady, Gentlemen, you can feel free to call it a night as well."

The explosion sounded like a shriek and it occurred half of a heartbeat after the west windows let in the mass of orange light. Betty ran across the room to stand next to Foswell as they looked out the window. Another boom and shriek, more pumpkin fireworks were polluting the sky.

"Looks like you got some work left to do," Robbie looked to Foswell, "Ms Brant you better-"

But Betty was already on her way. She was moving almost at a sprint. She kicked her heels under her desk and grabbed a pair of tennis shoes from her bottom drawer. She was turning for the elevator before she stopped herself from swearing. She retrieved her phone off of the cabinet and was on her way again.

* * *

Spider-man checked his Osberry while he swung towards the pumpkin fireworks. His spider-tracer app showed that both of his tags were circling the show.

"Giant flaming sky pumpkins too subtle for you , Hobby?" Spider-man scoffed as he locked his Osberry into his utility belt. Something nagged him but he pushed it clear of his mind. Focus. Pick your target and take it down.

"Good evening! Welcome! Ladies and Spider-men! I am your host this evening, the Hobgoblin! I must say I really like the ring of that. Can you imagine having a name like Molten Man? Or Kraven? It means coward! And then he turns out to be a huge pussy," Hobgoblin's words came with a swarm of whirling pumpkin knives. Spider-man easily wove through them and landed not far across from Hobgoblin. He balanced on a gargoyle.

"This is it, Hobby," Spider-man shouted, "Tonight it ends! I'm done with letting you tear up this city."

"Oh, Spider-man," Hobgoblin tutted, "The guests haven't all arrived yet and you're already getting things started?"

"Yeah-" Spider-man had to hold off on his retort as the air boomed with another launched firework, "There's no reason to hold off when I know this will feel so good!"

Spider-man dove at Hobgoblin, intent to punch his mask straight off. Hobby spiraled downward and out of the way. The first webs grabbed the glider. Hobgoblin hopped so he was flying backwards. The bolts from his gloves were another easy dodge. The air started shrieking in a familiar way.

"The fireworks? Oh, this is going to hurt..." Spider-man bemoaned as he let Hobgoblin drag him out and around the falling pumpkin swarm. Everyone of the pumpkins glowing orange, yellow and green as they tumbled down to New York exploding into grotesque green clouds.

"Allow me to give you the penny tour, Spider-man," Hobgoblin laughed as he weaved dangerously close to the bombs. Spider-man took a blast to the side, to the back and to the ankles before he let go and followed his spider sense clear of the chaos.

"I've seen enough, Hobby," Spider-man retreated back to a nearby building. Green smoke hung lazily in the air. The stone above him was soot black and many windows were spiderwebbed with damage, "But I know a quiet little place for you. And the rent will be so cheap for 20 years to life."

"Can't say as you've got a future in real estate, Spider-man," Hobby laughed as three more fireworks rocketed up into the air around them, "Perhaps you'd find a better fit in a coffin."

"That is a pathetic attempt at humor." The voice that split the fight was disguised and mechanical. Hobgoblin and Spider-man turned to see the newcomer. The challenger was nearly six feet in height and armored in blue and purple. Dark glowing eyes made the whole armor look like the kind of robot who was determined to wipe out all humanity. Rocket launchers were rising out of either shoulder and they leapt into violence in a heartbeat.

"Crap! Who the hell are you!" Hobgoblin was the target of the barrage and he had to sweep backwards firing electrical pulses and throwing spinning pumpkin blades to intercept the four grenades.

"Thanks for the assist-" Spider-man hesitated to come up with a moniker for the new challenger.

"Beetle," The Beetle answered, "And while Hobgoblin is my prey. You've also been a thorn in the Manfredi empire."

"This can't be good," Spider-man leapt and weblined away. Beetle had miniguns attached to her wrists. The crackle of spreading fireworks made the whole mess even messier.

"So you're Sable's answer tonight," Hobgoblin looped back into the battle, skating along the edge of the falling pumpkin clouds, "I have to say her penny ante thugs and dime store mercenaries weren't really worth the effort. How much am I going to get for you?"

"You will be destroyed," Beetle didn't join in the word game. She zipped back and while several detonations threatened to scuff up her body armor it didn't stop her from reorienting her weapons at the Hobgoblin.

"She's not the best at the whole banter thing," Spider-man lamented. It was taking every mote of spider agility to cross the battlefield, but he managed it in time to tackle Hobgoblin off of his glider, "I'm the better sparring partner."

"Go home Spider-man and I'll finish this." Beetle declared as her rockets detonated mid flight and sent Spider-man hard into a nearby wall. The goblin glider spun out wildly into the chaos of the pumpkin rain. Hobgoblin began a nosedive plummet.

"Don't think I don't appreciate the help, Ladybug," Spider-man didn't get to finish his quips due to the hail of gunfire aimed at his 1 second ago self. Beetle didn't fire for long though, she twisted up and out of the smog. Looking for the splat that Hobgoblin was due to make. She didn't see the pumpkin bomb slam that was thrown hard against her back. She couldn't stop being blasted across the shrieking chaos but she did manage toright herself before landing on the skyscraper wall.

"Clever, remote controlled glider then?" Beetle observed.

"You didn't know?" Spider-man scoffed, "Those things were all the rage back in March. Now it seems there's a copycat everywhere."

"I may not be the trendsetter, webhead," Hobgoblin was juggling three pumpkin bombs. The last firework fury had settled down, "But I know a killer style when I see it."

"Just changing the colors isn't quite enough, Hobby," Spider-man was shooting web bullets trying to draw Hobgoblin closer to any of the surrounding buildings. It would be much easier to land a hit that way, "When fashions are out, they're out. But don't worry, I'll send you to prison so long, that your clothes'll be back in style."

"You bicker worse than teenage girls," Beetle interrupted the banter by jetting out as fast as she could at Hobgoblin. Her miniguns tore up the wings of the glider while her shoulder rockets sent the rider flying back against the nearby tower. The window shattered open behind Hobgoblin and he ricocheted off the floor into the ceiling lights of the empty office.

"Now, to finish things," The shoulders opened, guns were mounted on wrists, her right knee hooked up revealing another cannon and all weapons pointed through the smashed window. The crippled glider sparked like a psychotic pinwheel behind Beetle.

"I don't think so, psycho!" Spider-man managed to cross the street and slam into Beetle's shoulder with the heels of both feet. She flipped and lost her aim. Spider-man latched onto the intact window next to the hole, "I finally get why Shocker was so keen on squashing the bug."

"Not smart, Spider-man, not smart at all," Beetle righted herself and spread her arsenal over the Hobgoblin and Spider-man.

"I couldn't agree more," Hobby cackled, "This is how you hit a woman!"

The tingles were strong enough to send Spider-man scurrying as fast as he had ever fled. Hobgoblin had two big pumpkins, the kind that Green Goblin had brought with him to the fundraiser last October. The whole side of the building flexed as every window for twenty storeys cracked and broke. The air erupted in green grinning fog. Coughing and sputtering towers ripped upward through the haze. More fireworks flanking the vertical dodge of Beetle. She cleared the chaos just as the glowing streaks of fireworks and more pumpkin bombs began falling down towards her.

"You're better than I thought," Beetle growled staring Hobgoblin in the face. The glider under his feet undamaged. The bladed tongue reaching from it's draconic mouth.

"I have no doubt of that."

* * *

New Yorkers... A quarter fled from the battle. A quarter gathered around to watch. Half just went about their lives like they had seen it all before. The end result, as Betty saw it, was an impermeable membrane like settling concrete that she needed to swim through to reach her goal.

"Approaching the midtown battlefield," She spoke into the voice recorder on her phone, "The sky above is cluttered with green smoke and white flashes. Spider-man is fighting Hobgoblin and an unknown assailant."

Betty was rushed by and the blow to the shoulder didn't knock her to her ass because a man on her right held her up. She brushed off and started hugging the wall. The building she was passing had a planted garden at it's edge and she could traverse the garden at the cost of her already beat up sneakers.

"The brawl began with the Hobgoblin's firework calling card. Emergency responders are only now arriving to clear away the street. Threats of falling glass and debris are slowly convincing the thrill seekers to depart."

Betty hopped of the short concrete wall that surround the garden she had tramped through. The air was shrieking louder than she could imagine. The whole sky disappeared in green smoke.

"Vantage from the street is proving impossible. I am cutting through a small side street to see if I can find a better point of view," She wasn't the only one thinking along those lines. Two groups of young people fled madly just as she turned into the street. About twenty feet overhead a slightly sooty Hobgoblin was steadying himself on his glider.

"The Hobgoblin appears to have exited the fight in the confusion," Her voice brought the attention of the man in the brown mask, "Whether he will use this opportunity to flee or regroup remains to be seen."

"Looks like the presses have arrived already," He cackled, "Keep your eyes open beautiful and I'll give you an even better souvenir than that knife you stole."

The villain cackled and started a near vertical ascent into the firestorm. Betty looked down at herself and saw the face of the pumpkin knife sticking out of her pocket. She couldn't calm her heart. She raised her phone to her lips once again. she had to breathe to steady herself, "The Hobgoblin has appeared to recognize me. Please, Ned, let me be wrong about this."

* * *

"I've decided to boycott fireworks for the rest of my life. If nothing else all that carbon dioxide is bad for global warming," Spider-man scrambled out of the way of Beetle's homicidal salvo. He only cleared the chaos to find himself caught in the brutal rain of pumpkin bombs, "Besides, I can't imagine anywhere ever overcoming this display."

"You're only prolonging your demise, Hobgoblin," Beetle chased shadows through the fog with bursts from her miniguns.

"I see myself as enriching my life," Hobgoblin's cackle forced Beetle to turn rapidly around. The Hobgoblin had somehow managed to dive and loop underneath her. She deflected several blades as she swam through green shrieking firespouts. Hobgoblin faded into little more than a shadow. Beetle lifted her knee and started blasting the cannon. Each projectile bristling with spikes inches after they escaped the barrel.

"Leave a little for everyone," Spider-man called out as he leapt over the top of the last of the falling firework pumpkins. There was a heavy metal scrape as two spiked balls collided with Hobgoblin's glider. Hobby broke the upper layer of green in order to find himself face to fist with Spider-man.

"Haven't you ever hear of ladies first, hero?" Hobby complained as he weaved out of the way of Spider-man's second blow. Spider-man leapt back and started falling into the cloud in order to avoid the electric pulses from Hobby's finger tips. Hobby charged and the bladed tongue of his glider nearly skewered Spidey. The hero dived below just in time. He hung under the glider, eye to LED of his spider-tracer.

"Multiple gliders," He realized, "A little late to be figuring that out webhead."

Very late. The tingles were mad because of the last of firework was still exploding below him but these came sharply. Spider-man took the cannon fire along the shoulder and was thrown off the glider bottom as the next shot slammed into the glider's underbelly. He lost track of the battle in the smoke. The drop proved fortuitous. Rockets came just after the cannon volley.

The firework was dying out as Spider-man webbed away from its final death throes. Beetle unfolded as the smoke began to disperse. She was aimed up where Hobby had been. The blades coming from the nearby alley turned the arthropods from the sky and towards their attacker. Hobgoblin was laughing madly.

"It's over." Beetle huffed and fired her rockets, two from each shoulder. They crisscrossed contrails in the air and Spider-man saw there was a woman in the street below. Betty! Crap. He leapt in front of Beetle's chest. Hobby was dipping out of the way of the barrage. Three of the rockets flew into walls tossing out fireballs and dust but one was going to pitch a dive into the street. Spider-man had grabbed it with two webs to the tailfins.

"This is between you and me and the goblin. Leave the rest of New York out of it!" the rocket's thrusters actually made the weapon easy to direct once he got the turn out of it he needed. Beetle tried to dart away, but she wasn't quite as fast as the missile. Her own rocket slammed her in the backside and sent her off in a twisted trajectory and into a wall.

"Nice moves, Spidey," Hobgoblin appeared behind his shoulder. He webbed away to regroup and turn his attack on him, but he was focused wholly on Beetle, "You lube her up and I'll finish her off."

The pumpkin blades came from his hands and his glider. Screams of metal came with waves of sparks as the first three blades were deflected off Beetle's armor. Then she was the one screaming. The blade dug into her right elbow and stayed stuck.

"Oh, such a lovely little weakness you've come with," Hobby sneered, "Let me see where else it sticks."

Spider-man had just turned around as the air went thick with Hobgoblin's blades. Beetle grunted and tried to dodge. Still extremely fast but her motions were not as fluid. She was caught in her left shoulder and both knees. The blades at her groin and neck only found armor.

"And now for the grand finale," Hobgoblin flew in to Beetle's back and put both of his index fingers to both of her ears. He was cackling ready to mind blast her.

"Surely you've got time for a couple more songs!" Spider-man had slingshotted himself at Hobgoblin but his aim wasn't perfect due to the damage to his shoulder. He hammered both feet into the wing of the glider and threw Hobby over his head. He flipped, holding both knees during his somersault and fiddling with the glider controls on his wrist. Spider-man used Beetle as his sky hook and was intent on arcing around to land his finishing blow on Hobgoblin.

"Get off, webhead," Beetle grunted through the pain but it was clear she had adjusted to control herself once again. She cocked her knee and severed the web around her waist with the cannon. Spider-man was forced to web to a nearby building. He looked up to see that Hobgoblin had reclaimed his glider. The two villains squared off like it was high noon.

"This is where it ends," Beetle was certain.

"All right, bug bitch," Hobgoblin roared, "I'm putting an end to your menace."

"Hey, that's a word I only hear about me, lately," Spider-man fled a few storeys up as Hobgoblin reached down and aimed the throat of her glider at Beetle. She just rolled up her left shoulder launcher. It was clear the rocket loaded was the last one she carried. The gargoyle mouth cannon spat.

"Child's play," Beetle mocked and fired her weapon. The massive pumpkin caught the last grenade. The shriek was backed by a roar. The flash of white made the cascading green explosions glow like some Lovecraftian nightmare. The rocket had momentum however, and the explosions screeched back towards the Hobgoblin. The mask's grin was burned into Spider-man's retinas as Hobby was enveloped in the holocaust.

"No!" Spider-man twisted to turn on the injured Beetle. Her maneuverability was hampered but still superior. Spidey missed with his haymaker. He tried to grab her with his webs but she managed to intercept the line with the last bullets in her miniguns.

"Out of ammo. I'm bugging out," She managed to declare her retreat like it was a four letter world. There was another shriek in the cloud of green. Spider-man turned to see Hobgoblin hanging desperately to his batter glider as it sparked madly down to the street. He was falling certainly, but the glider's continual bursts kept it from a plummet. He would land hard by safely.

"So long Spider-man," Beetle flew up before flying away, "Next time we meet, I'll have a full set of rockets just for you."

"No need for the warpaint and feathers, Ladybug. I like you just like you are," Spider-man called out. Beetle ripped the last pumpkin knife out of her knee and hurled it at Spider-man. She didn't have the strength or the agility to use the weapon as well as a goblin so Spider-man caught it easily. By then she had blasted away. His thrown tracer missed it's target. "Should have thought of that earlier. Damn."

Spider-man looked down. The thin plume of smoke rose straight from Hobgoblin's crash landing. Spidey caught his fall with a last minute web and dropped nearly silently to the ground. The little alleyway was smoking, a shot up glider sparked and seesawed against the pavement. The beaten body of Hobgoblin lay in a cracked and shallow crater just to the left. Beetle had escaped, but she was just some hired gun. Hobgoblin was the prize. Using Osborn's power and weapons, mocking Spider-man and Harry. This was completely unacceptable.

"Alright, Hobby," Spider-man leapt across the alley and landed straddling over the collapsed form of Hobgoblin, "Smile for the camera, Roddy."

Spider-man ripped the mask off and stopped dead. Looking pale and dark eyed was Daily Bugle reporter, Ned Lee.

"Lee? No, I won't be set up again!" Spider-man looked back up into the sky and aimed his wrists.

"Stop, Spider-man," Betty Brant rushed up to the hero. Spider-man was startled to see her. She held a bladed pumpkin in her left hand, "I've been looking into this. It's Ned. I have proof."

"How? You're not a reporter. This isn't your job."

"It became my job when I cared. And I've been learning from the best investigators in the city for years! I know what I was doing, " Betty had to take a deep breath, "He was looking into you and Osborn. But a couple of months back it was clear that he had gotten too close, too curious."

"He tried the green?" No one had the kind of strength and reflexes to fight and fly on a techflight glider without Globulin Green.

"Green?" She asked aiming her phone towards Spider-man.

"The performance enhancer. It's highly addictive," Spider-man looked down at the unconscious man with pity, "It effects the brain as well as the body."

"Oh my God," Betty looked up at Spider-man, "He needs help."

"Dr Kafka, at Ravencroft. She's experienced with this kind of thing," Spider-man looked down one last time. Another friend, would Norman Osborn's legacy continue to haunt him? Did he deserve it for killing him? He looked up to see the incoming police lights.

"Well the boys and girls in blue are here," Spider-man leapt and shot out his webline, "Don't let picklepuss rewrite all the words for your article."

"Don't worry, I can handle Mr Jameson," Betty worried that she couldn't find the tears to cry. She felt so stony. Spider-man was gone into the night already.

"Dammit! He won't keep getting away on my watch!" Betty turned to see a pissed of police Lieutenant reaching for the radio on her shoulder, "All units, Spider-man is heading west. I want our choppers in the air, immediately."

"Gone is gone, LT," a sergeant walked past her, "We'd better take the win we've been given."

"When I want your advice I'll see the shrink," She growled at the sergeant,

"You want this, win? It's yours. You take care of this. I'm going after Spider-man," The Lieutenant barked out her orders and waved her hands conveying dozens more. The sergeant and his partner made their way to the collapsed Hobgoblin.

"I don't see her point. She will never catch him," Stan Carter shook his head as his old partner tore off on her fool's errand, "What can you tell me about this, miss?"

"Brant," Betty had heard the interest in the sergeant's voice at his guess of her marital status, "Betty Brant, Daily Bugle."

"Right." The sergeant stepped back and turned to his partner who was approaching the beaten villain, "LT's had enough of me as it is. Vince you got the witness; I'll take the perp."

* * *

"You're sure it's OK?" MJ had travelled by Spider-Taxi to the airport. She had her small carryon bag and her bookbag hanging off either shoulder.

"It wasn't him, MJ," Peter took her hand, got embarrassed and let it go. MJ cocked her head and smiled, "This is a great opportunity for you."

"And don't you think I'll become superfamous and forget the little people, Tiger," She leaned in and kissed his cheek.

"But I do think you'll become superfamous, Red" Peter grinned.

"Of course you do," MJ flashed her smile, "You're brilliant."

"MJ!" Lily Hollister hurried along the sidewalk with her luggage being carried behind her by a servant, "And Peter. I didn't know you two were a couple."

"We're friends," MJ announced draping an arm over Peter's shoulders.

"Oh, poor boy," Lily laughed, "You excited for your first tropical photoshoot?"

"More than I can imagine!" MJ beamed.

"Well toss your bags to Jeeves there," she gestured to the steward who was just catching up, "It's time to get going."

"See you soon, Tiger," MJ slapped Peter's shoulder as she followed Lily's instructions.

"Have a good trip!" He waved. Since he had met her, MJ had never looked as radiant as she did right now. Peter couldn't help but be excited for her.

"So, Lily," Mj scooped up the other model's left arm as they walked into the airport, "What are the Cayman Islands like?"

"Oh, no no no, MJ. I'm not going to spoil the ending that easily," Lily laughed.

* * *

Even without Lily or MJ in the country there was still lots of work to be done at Kingsley Inc.'s studio. Peter arrived at his shift with minutes to spare and dived right into his job. Most sixteen year old boys wouldn't be quite relaxed around these beautiful creatures. At his first shifts he had found them more intimidating than Tombstone. But now he was at ease and enjoying himself.

"Mr Parker." Jason announced the name and expected the photographer to follow him as he crossed the studio and entered the executive office. Peter looked up from his viewfinder. The model held her pose until it became obvious her photographer was going to answer his call away. She slumped and sighed as Peter hurried after the head of security.

"I'm surprised, sir," Peter admitted as he entered. A wave told him to close the door behind him. "I expected you to be travelling with Mr Kingsley to-"

"My and Mr Kingsley's whereabouts are not your concern." Jason dismissed Peter and placed a tablet on the desk between himself and the photographer. The screen was divided into four, showing four separate incidences of Peter disobeying the evacuation protocols and smuggling his camera out of the studio. "However, it seems your whereabouts are mine."

"I can explain-" Peter began, mentally kicking himself. He had felt he had gotten good at this. There would be no footage of him stripping out of his clothes and into his uniform.

"I am aware of your relation to the press." Jason declared. He pulled an old copy of the bugle from inside his jacket pocket. His cover photo was of the scene the alien symbiote had been stolen from Doctor Connors' lab. "It seems you have a history of duplicity and selling secrets."

"I didn't-"

"Your services are no longer under contract with Oscorp or Kingsley Inc.," A knock reverberated the door before it opened and in stepped two gorilla sized security officers. "You will be escorted from the premises and your person will no longer be tolerated on or in the facilities of Oscorp and Kingsley Inc.. Good day, Mr Parker. Your final paycheck and severance have already been mailed to you."

Peter had to suppress his response to the spider-sense as the left hired goon turned him by his elbow. He had a dozen things to shout or say but he stifled them all. How was he going to help out Aunt May now? The model he left behind didn't even acknowledge him as he was ejected from the building.

* * *

"That's the thing about love, Gwenny." George Stacy gave a sad smile to his daughter, "If you're not with the one you want to be, you won't be happy."

"I don't want to be like mom," Gwen whimpered.

"Your mother is a lovely woman," George smiled, "And just looking in your eyes I can see all the good she has brought into my life. I'll never regret any of the time we had together. Not, even the pain I felt when she had to move on."

"Yeah, it's just…"

"I know," George sighed, "I know."

The pair sipped from their mugs in quiet. Dunking his donut in the steaming coffee felt ironic to Chameleon. He smiled in his lipless way as he took off his headset. The apartment he had set up was half the city away but the reconnoitering technology he had didn't care. The right wall was covered in monitors showing video from all around the city. Hard drives full of recorded conversations and highlighted scenes were stacked under a high powered AC unit. The preparation for this kind of work was always long and tedious. Chameleon was a master of his craft. When he decided to move, he would be seamless. Getting used to the taste of stale donuts and cold coffee seemed a small price to pay.

* * *

Next Time: Environmental Science 311: Dehabitation

[1] "There's something wrong with what my Malibu Stacy says."

[2] Ben Urich is not appearing in this story. I just needed to populate the Daily Bugle and it made sense to use a name.


	11. Environmental Science 311: Dehabitation

Martha? Doctor Curtis Connors had to turn around and pull the screen door tight, Billy's happy enough to watch the fireworks with his frie classmates. I think he's finally coming around to our new home. I think you're right. He needs to try.

"Well having a new friend makes the move that much easier," Martha grinned at her husband as he entered the kitchen. She knew her husband; she suffered no insult as he dropped his keys and notes on the kitchen table before cluing into the black teddy she was wearing. In her head, she even counted down, "3, 2, 1"

"Martha!" And then his voice broke like a teenager's, "Calypso!"

"I invited her over for dinner. I hope you don't mind," Martha fought her pleased laugh back down. He had stopped dead. His eyes scanned across the kitchen counter where his wife and her new friend were waiting. Both women dressed as heart stopping promises.

"As I was saying," Martha grinned. She had been nervous but seeing her husband stagger helped melt the tension. His eyes bulged, along with another organ, to see her next to her new friend, "Sometimes you just need a good friend to help you through."

Calypso grinned with Martha. Her outfit was dark leather and hugged her body. Martha and Calypso were not mirrors. Calypso was taller, more leonine. Martha was flushed, acting girlish. The wife picked up a flute of sparkling wine; her sip became a gulp. The friend helped settle Martha with a hand up along her spine.

"I don't know. I mean... wow." Curt muttered as he approached his wife. Calypso offered him a flute but he leaned in and kissed his wife before pulling back. He smiled to Calypso, "What is that I smell?"

The women both laughed as he turned his head towards the oven. Light steam wafted up to the vent.

"I've taught your wife to make jerk chicken," Calypso grinned.

"We thought you might need your strength," Martha found that forcing a smile transitioned easily into a genuine one.

"I can't wait for a taste," Curt grinned. He sipped from his flute before putting the mostly filled glass on the counter. He slipped his arm around his wife. She leaned in onto his shoulder, "I thought jerk chicken was Jamaican. I recall you saying you're from Haiti originally."

"I've always felt at home with a rack of spices and fresh meat," Calypso smiled looking at the Connors'. Curt beamed at the idea of being fresh meat. The women were clearly the spices.

"That's how I've always felt with pipet and a centrifuge," Curt agreed, "Shall we take this to the dining room?"

"You two go ahead, I'll bring the plates." Calypso gave Martha a smile and a push.

"So, how did all this happen?" Curt whispered to his wife when they arrived in the next room.

"Do you like it?"

"Yes!" Martha laughed while trying to give him a look, "I'm still a little confused and a lot shellshocked."

"Yeah," Martha smiled, "But I've been seeing how you and me and Billy have been since we've got to Florida. It was clear we needed to do something. We need to make some new memories if we wanted to make this a new home."

"Memories? I'll never forget this," Curt smiled and Martha elbowed him before taking a seat at the table. Curt sat at the head to her right.

"I know that you've only ever been with me..." Martha stroked her foot up Curt's leg.

"I've only ever wanted to be with you," Curt smiled.

"That's sweet, but totally untrue. I was never offended by you being attracted to women," Martha took a deep breath, "So when Calypso suggested this a couple of weeks ago, I was a little horrified at first. Yet we've always been eager to explore and discover and push the boundaries of everything we know and believe. Why should this side of our life be any different? I mean, if you're up for it?"

"So long as you're here with me."

"I hope youre hungry," Calypso carried in three plates. She laid hers and Martha's down next to each other and when she carried the third plate over to Curt, she reached around him and draped herself over his armless sleeve.

"Ravenous!" Curt smiled at Martha. Martha was sitting rigid and vertical. She met Calypso's eyes and relaxed the mite she had needed too. Curt grinned as Calypso messed up his hair a little. There was clearly still spices or something on her little finger. It left a little tingle on his ear and that lack of perfection was the grounding force Curt needed. He reached over and squeezed his wife's left hand.

"Let's not wait any longer," Martha said as Calypso pulled her seat in next to her.

"I couldn't have said it better myself," Curt looked to see his food had been cut up, discreetly in the kitchen. He smiled at Calypso. He had difficulty cutting his food, even with his prosthetic arm which he wasn't even wearing at the moment. Still it was dehumanizing to be treated like an invalid at the table. He speared a sliver of chicken and took a bite.

"Hmm," He smiled, "I was worried it'd be spicier than this."

"This isn't a night for worries, sweetheart," Martha squeezed Calypso's wrist thank you, "It's for enjoyment."

"Well you two are going to have to work really hard to top this," Curt said chewing through his fourth forkful. The women looked at him until he turned just a shade redder than Spider-man's suit. "I mean... Uh..."

"Thank you," Calypso smiled.

"And don't worry," Martha matched her friend, "I've never been afraid of a little hard work."

After Curt recovered before choking, the three laughed and flirted until Martha had to get up to refill their flutes.

"I want you to know that I'm really glad Martha invited me over tonight," Calypso had finished sometime ago. Curt's plate had been about twice as full as the women's.

"I'm always happy to see Martha and her friends," Curt grinned.

"Oh, stop you," Calypso stuck out her tongue, "You about ready for dessert?"

"I think we could all use something sweet," Martha placed a new flute at Curt's hand before putting her glass down by her plate. She leaned in, Calypso smiled. Their kiss was slow but not tentative.

"Shit!" The base of the flute cracked off when Curt dropped it onto the table. He managed to catch it before it fell down to the tiles. The liquor spilled in a wide splash across the floor.

"Looks like someone's a little eager," Martha smirked from over Calypso's shoulder. The wife looked down to her friend, "I think we can leave this mess until morning."

That decision went over well. Calypso pulled back Curt's chair and Martha led him by his hand. They didn't hurry to the bedroom. Excitement combatted trepidation. Martha walked backwards never letting go of Curt and sometimes watching Calypso over her husband's shoulder for inspiration or encouragement.

The master bedroom was off the dining room down a short carpeted hallway. The last door on the left. Four big mirrored closet doors overlooked a queen size bed dressed in deep red blankets and black silk sheets. Martha walked backwards until she hit the bed and stepped up and leaned back across dragging Curt up and atop her. They fell together, kissing hard, like teenagers in love. Martha was dressed for the event but Curt was still in a shirt and pants. Agile black fingers slipped together around plucked open his buttons. Martha tugged his shirt out of his pants. Curt just let the women do the work. He tangled his fingers in Martha's red hair.

"Mmm," Calypso murmured as she pulled the shirt off of Curt's back. She let the garment dangle around his wrist. He'd discard it when he came up for air. Her hands were cool and deft as they skirted the rim of his pants and met Martha's hands at his fly.

"Baby," Curt nipped Martha's lips, before retreating. He knelt straddling the top of her right stocking, "You're incredible."

"She is absolutely gorgeous," Calypso agreed. She had climbed on the bed behind Curt and her hands ran over his belly and across his neck. She kissed the scientist along the neck and he couldn't stop grinning.

"Someone likes the attention," Martha slithered up the bed so she could sit up and take a firmer grip of Curt's trousers. In no hurry, yet wasting no time, her fingers slipped into his boxers. Everything came down. Calypso rolled Curt to the left, Martha brought herself up in the same anticlockwise momentum. Both women pulled a leg off of either ankle and Curt was only wearing white socks. The women set his legs down on the comforter. Martha's fingertips and Calypso's fingernails ran up calves and thighs. Calypso circled the prize, forcing Martha to lead as she gathered her husband in hand.

"Ladies," Curt stroked his hand over Martha's cheek and down her arm. She scooched up closer to his face. They kissed, deep and warm and interupted as Curt gasped.

"Calypso! You just ate!" Martha whispered in mock admonishment. This was the moment for the Conners. This was the moment that would say whether this was a good idea or a bad idea. Calypso's tongue encircled Curt's cock. Her eyes watched Martha. A small nod and slow smile and Curt's cock entered the second woman of his life, "Isn't she beautiful, Curt?"

Curt answered by kissing his wife hard for a short moment. Mad eyed to her warm smile, he watched her slink back down his body,"Martha?"

"It's way too big for her to eat without a friend," Martha grinned. Calypso refused to chuckle around the cock in her mouth but Curt smiled at her immediate response. He met Calypso's eyes. They were hypnotic. A smell, her perfume maybe, reached his nose and he reached for her. Martha settled down next to her friend. Two beautiful faces bracketed his cock and he felt two differently warm tongues start together and move around himself. The cross reach was awkward and he put his hand on Martha's head in that way she hated. The tips of her teeth reminded him and he just fell back ecstatic.

Calypso was measured, artistic. She knew what she wanted from Curt and was going to get it. Her lips rolled over the head giving way for Martha. The redhead took the whole cock without resistance. She loved her husband and had learned his likes and dislikes, mastering them. She felt her hair get tucked behind her ear. Calypso's tongue licked along Martha's ear. The redhead shivered. She rolled her neck back as she rose up off his cock. Curt sat up.

He watched his wife kiss another woman. He had needed the minute to hold back and make sure the night continued on. The scene didn't help. He breathed deeply. The two women broke apart with smiles. To Martha, this was show, she had never been bisexual but she was certainly firing up Curt. That always empowered her. She reached to pull Calypso in for a tight hug. Their lips tentative but not going for another long kiss. Calypso was unfastened; Martha was untied. The women turned up to Curt as their tops slipped forward off their arms. Their breasts high on display.

"Wow," Curt articulated. He rose up. He pulled his wife to him. They kissed and he rolled her down, nudging Calypso aside to lay down his wife. He felt Calypso's touch on his shoulder, arm, hip and sex, unfamiliar but welcome. His wife was below him. His and Calypso's fingers stripped away her panties.

"Thank you," Martha whispered as she wrapped her arms around her husband. Her light lipstick smudge on his and Calypso's lips already left a streak on his earlobe. Calypso's hands opened her, she was ready and guided him, he was fighting his end until he sat deep inside his wife. Their third member had climbed behind, another layer warm against Curt's back. Martha squealed warmly as they moved. Slowly, undeniably, Calypso's hips rocked into Curt's back and became the metronome of their sex. She leaned in tight, bringing the couple tight together. MArtha's legs wrapped her husbands thighs. Her heels settled behind Calypso's knees.

Calypso didn't interrupt she was only the rudder of their sailing ship. Martha whispered in her husband's ear. Their rhythm conveyed the comforter down the bed. Their sex grew heavy.

Martha loved Curt but they both knew how her body worked. Between the her left hand teased her clit converting their emotional bond into a growing sexual one. Had Calypso seen she would have taken over her friend's duty but Martha was more content to keep her pleasure a Conners' affair. Curt fought back. He breaths were grunts and his jaw was tight as he resisted. He could have fought the urge in his mind but he could never tear his mind truly away from his wife. Calypso's foreign but caring touch impelled him on but he refused to crash first. Martha soon gurgled and sighed.

"More, a little more," She moaned and received what she needed. Calypso's fingers brushed aside Martha's sweaty bangs. The women matched eyes and the wife caught her friend's glare and inhaled the erotic perfume. Her orgasm seemed to start at her fingertips. Rushing through her blood to her lungs before racing off down her legs to her toes. More energy flowed into and through her. Her breaths rasped out of her mouth. Curt kissed her throat and she slowly edged back. Her smile and eyes sharing a the same brilliant happiness.

"A little more Curt," Calypso urged, "Join your wife."

"No Curt," Martha brushed his cheek, "Ease out," She looked up at Calypso, "I didn't invite you into our bed as a witness Calypso."

"Are you sure?" Calypso smiled.

"I am," Martha lolled back in her glow, "C'mon Curt. Give her a try."

"Martha, may I?" He asked with a wide grin. She slapped him playfully with her sex soaked fingers.

"Because you asked so nicely," She said. Their smiles mirrored. Their pace degraded until it stopped. Calypso edged Curt backwards. His wife was aglow with satisfaction, wet and her reddened complexion. Calypso laid Curt down aside his wife and Martha cuddled in.

The spouses watched each other as Calypso climbed astride Curt's hips. Their guest in the bedroom swore to heaven as her wet sex audibly slid down Curt's cock. He held her by the hip and dragged her forward as she descended.

"You are a wonderful friend Martha," Calypso said. She looked down and bared a more predatory smile than Martha had the sense left to notice, "I'm honored to be welcome here."

"This is really kind of fun," Martha admitted. She had actually imagined a thousand different things shifting this from awkward to a disaster and not one had come to pass. She snuggled up higher against her husband. He turned and took her breasts with his teeth and she giggled. It was a warm happy event.

"Oh, please," Calypso begged as she laid her hands just below Curt's ribs and began to accelerate. The whole experience was alien to Curt. Martha moved differently, felt differently, enjoyed differently. He gasped and rolled his shoulders. He chewed the inside of his cheek. Calypso started gasping. The warm caring night grew insistent and urgent. Curt looked at his wife and knew any fight he made to stay in control was destined to be a losing one.

"Martha!" That earned Curt a kiss that should have drowned him. Calypso's hand pushed down on Martha's red hair. Black hips rolled harder on Curt's cock.

Calypso spasmed, roiling from hips to throat in swift violent throes. Her moans were stringent and wet. She clamped her teeth shut. She squeezed her knees tighter on Curt's hips. The insoluble capsule came up her esophagus and was caught against the back of her teeth.

"Did you see that, honey?" Martha sat back at her side and watch her friend ride her husband hard, "You're giving her a good one. A very good one."

"I..." No other words existed in Curt's vocabulary. He forced himself to sit up, Martha's hand on his back gave fruition to his second attempt. His hand was holding Calypso by her breast. She essed forward, her arms snaking behind his head and pulling him into a kiss. It was hot but Curt couldn't provide the same passion for her as he did for Martha. The lips at his neck told him she saw that and liked it. Calypso had no such limitations her tongue swept under his lips. Curt's eyes flashed opened as something harder set against his uper teeth and was pulled hard to the left by Calypso's agile tongue. His fight had just ended. He was ready to release but the shock of powdered liquor dissolving cold in his saliva ended him. He didn't push her off as his body convulsed. She slipped back for air. Trails of spit that connected their lips frosted at his end for just a moment and then he shrieked into a fang filled hiss.

"Curt? Curt! Cuuuuurrrt![1]" Martha's cries were accompanied by a hasty retreat with into a heap on the floor. She looked up, wide and teary eyed to Calypso. Curt thrashed harder. Calypso cackled. Martha screamed. Flesh twisted and bone cracked. Martha threw herself to the floor dodging the taloned slash of a reformed arm.

* * *

"Reading again?" Debra looked up to see the big blond, Brock, on the gurney propped up and looking at her from across the lab. Debra closed the dog eared paperback on her finger.

"A filthy habit," She stopped a grin, "I really should be watching more TV."

'That's probably what I miss most at Ravencroft," Eddie sighed, "I don't have access to the library. I used to put away a novel every week."

"Yeah?" She turned on her stool. He had a great view of her legs. She saw that he never really left her face.

"Absolutely," He grinned, "Hitting up the library was one of the few acts of freedom I had in the foster home."

"Oh, I didn't know," she said sheepishly.

"It's alright. I made the best of it while I was there," He fell into a few moments of nostalgic sadness. After blinking, he looked back to see Debra watching him interestedly, "So, what are you reading?"

"Um," Her dark cheeks flushed and she looked at her feet which were trying not to kick, "It's called Little Black Duck by Kaine.[2] It's, uh, it's a bit smutty."

"Nice," Eddie grinned, "Nothing wrong with that."

"What do you read?" She pushed ahead and away from her own book.

"Everything and anything, but I do have a love of science fiction. Especially the big space operas."

"I know what you mean," Debra smiled, "There's just something romantic about how far from home our minds can take us."

"Nothing is beyond us," Eddie agreed. They both heard the light thumping overhead but weren't processing it.

"I really love medical mysteries," Debra smiled as Eddie visibly perked up, "There's this one author that-"

The hiss of claws on slate and the shriek of bending metal played backup to shattering glass. Debra screamed and sent her stool clattering as she backed away in a hurry from the glass shower. Eddie twisted from the damage but couldn't avoid nicks and cuts. The giant man-sized Lizard was naked. Green razorback scales rolled over massive muscle groups and reached out as he twisted left and right bearing a mouthful of daggers and a tail as thick as debra.

"Doctor Connors?" Eddie gasped. The face of the Lizard twisted towards him, stabbing the air with his forked tongue.

"Connors? What?" Debra asked as she hammered 911 into her cell phone.

"Doctor Connors, it's me Eddie. Calm down, calm down, " Eddie wasn't badly hurt but a cut across his forehead was bleeding profusely. The Lizard sidled towards him, mouth open and eyes red.

"I need police, army, everything!" Debra hissed quietedly and panickedly into her phone, "A giant Lizard is attacking Connors Warren lab at ESU!"

The phone disappeared from the side of her ear with a harsh kick of wind and an impact into her fingers. An elegant black woman in a hide leather slip dress and animal bone jewerly retracted a hand. Confident in leaving Debra on the floor, Calypso approached th Lizard with a confident swagger.

"My pet, that isn't the blood I promised you." Debra wrinkled her nose at the sweet toxic smell that flowed off the woman. The Lizard snapped it's tongue hungrily at Eddie Brock. Eddie squirmed, unabled to flee, he flexed away from the monster. Seconds felt like final hours, the Lizard shifted away and turned back towards Calypso. Her hand cupped the Lizard's jaw and the reptile followed the woman meekly.

"What do you want?" Debra pleaded quietly as she took the long way around the room. The door was near enough that she could flee if she so chose but she kept her circuit, making slowly towards Brock.

"Not me!" Eddie caught her eyes and mouthed to Debra, "Gene cleanser."

Debra looked to the refrigerated vaults where the gene cleanser was held. There was nothing to be taken from there. Not with the terrifying black woman running her hands over the safe. The Lizard scritched up the tiles as he waited like a coiled spring at her shoulder.

"Here it must be," Calypso decided. Her hand dragged across the door. A trail of silvery liquor quickly evaporated behind her hand. She walked on and the Lizard raised his head straight up. Tongue flicked and teeth flashed. He screamed and Debra ducked tight behind Eddie's gurney. The havoc of the Lizard crashing in through the skylight had been frightening. The wrenching, shrieking, popping noise as the Lizard bit and sheared away the lock and hinges of the vault was terrifying. Hissing like windstorm the Lizard retreated clawing and biting the amputated door like a dog with a bone.

The small safe was home to a single test tube rack. Four test tubes sat in the rack. All had been filled with what was clearly blood. She picked out the first test tube. A foil seal was torn and the tube was only a third as full as its brothers. She sniffed the blood.

"Spoiled!" She said as a curse but put the test tube back with reverence. The next one she pulled out and broke its seal, "Much better." She returned sample SM-08 to the rack and pilfered the other two samples. That sweet toxic smell permeated the air again. The Lizard shrunk meekly as he was mounted by Calypso. He left gouges in countertops and the stone rim of the skylight as he smuggled her away.

"Is there any gene cleanser left?" Eddie turned towards Debra. She sponged the away the blood from his face with a fist of paper towels.

"There's always a few vials," She nodded.

"It's the only thing that can stop him."

* * *

"No, I was thinking I'd go to band camp again for August," Gwen curled her legs under her as she spoke on the phone.

"I'll miss you, babe," Harry responded from his own home, "I really don't know if I could get through a whole month without you."

"Well, my mind isn't completely made up yet." Gwen needed her courage to talk above a whisper. She knew that she really cared for Harry. She felt his health and happiness like the world on her shoulders. She knew she could carry it, she had to.

"I'm always here," She warmed up to hear his smile, "Just call me when you're thinking about this. We can work through anything, together."

"I know we can," Gwen wore a small smile. "I'll talk to you later."

"Sure, love you, babe."

"I... love you too." Gwen clicked off her phone and tossed it. It bounced over the cushions of her couch.

"You alright, Gwenny?" Her dad peaked in from the kitchen. Gwen's cheeks burned red and she sat up immediately straight. She hadn't known her father was home. He didn't react to her reaction. He just walked into their living room. He had plates with grilled cheese sandwiches in either hand.

"I'm OK," Gwen sidled aside so her father could join her on the couch. "I'm just trying to decide what I want to do for the summer."

"I thought you had your heart set on band camp?" He asked with a small smile, "Isn't that what you did all that fundraising for?"

"I didn't actually do that much, not this year."

"Honey, I'm pretty sure that that camp will be open until the end of days with how much you raised for them last year," He took a bite of his sandwich and didn't quite finish chewing before he continued, "You deserve to go. You still love it, don't you?"

"Yeah, I do," Gwen sighed, "But with Harry and everything, I don't know."

"You can't put your life on hold or give up on what you love for some boy," He brushed aside his daughter's hair and made sure she was looking up at him, "Any boy that would ask that of you doesn't really love you, just the dreamed up ideas he has of you."

"You're right, dad," Gwen sighed, "Harry will come around."

George Stacey smiled. He took another bite. "We need something to wash these down."

"Glass of milk for me, please," Gwen asked.

"You read my mind."

* * *

"Robbie! What is this and what is it doing on my desk!" J Jonah barrelled out of his office waving around a printout in his left hand. Betty Brant went white. She went red. She almost went under her desk. Her deep breath was only successful on her fourth attempt. She pushed out her chair and walked to Jameson and Robertson.

"It's well written," Robbie said with a cool tone, "A few days too late to be front page. A bit too editorial as well."

"And why was it waiting for me?" Jameson paced the length of the city desk. Foswell kept his eyes down and was typing long past his final period.

"I don't know," Robbie offered back the printout but Jameson batted it away, "I didn't authorize it."

"I wrote this Mr Jameson," Betty kept te butterflies regimented in her stomach as she picked the paper out of the air.

"You! You're my assistant! I can't have you running off and covering the news! This place will fall apart!" Betty took the back handed compliment with grace but had no chance to rebut before Jameson stormed back to his office. Robbie turned to Betty.

"This should have come to me," Robbie warned her.

"I thought... With Ned in prison... We'd need another... I'm ready."

"You want to be a reporter?" Robbie asked, "Well you got to write more than yesterday's page twelve. You need news. You need to show Mr Jameson he didn't lose a great reporter, he's just discovered his newest talent. And if this is the best you can do," Robbie picked the sheet out of Betty's wavering hand, "You don't want Mr Jameson to see you spend any of the time you've already committed to him on this."

"But-I-I can do this."

"I have no doubt," Robbie said, "But I also have no proof. The Daily Bugle can't print our hopes. The Daily Bugle can only print facts."

"And whatever it takes to tie those facts together." Betty jumped at Peter Parker's Jolly Jonah impression. Not that she thought her employer had somehow sneaked up on her, the Rhino made less noise when he tramped through the offices, but she hadn't been prepared for anyone coming up behind her.

"Peter, you're looking worse for wear," Robbie said guardedly, "I'd never thought I'd see you in here again."

"Yeah, I thought snapping photos of that little redhead of yours would be more fun than chasing Spidey though landfills." Betty smirked now that her heart was beating like a human's and not a hummingbird's.

"Turns out not all bosses are as understanding as Mr Jameson," Peter reached into his backpack and pulled out an envelope of photos. Robbie pressed Betty's first attempt to the back of Peter's envelope and quickly shuffled through the photos.

"Neither of you have what the Bugle needs," Robbie announced after a second trek through the photos. Betty slumped. Peter had to cool his hackles. Robbie might be harsh but he was certainly truthfully so. He looked both aspiring reporters in the face, "But you certainly have what the other needs. Betty, you want a byline? Peter you want your job back? Bring me something no one else has. A fresh article by Betty Brant and accompanying photos by Peter Parker. Until you can do that, you're probably in the jobs you should be."

* * *

The Silver Spoon had become less of a staple in the social scene of M3's in-crowd since the school year had wound down. Today's congregation was the work of Glory. She had spent much of the summer vacation lazing around with Kenny. She and MJ had shared a few texts but otherwise she had been out of touch with her girls. She almost regretted it.

"I had told Rand to bring somebody for you Lizzie," Sally reached for Liz's hand and squeezed, "But you know how big dumb jocks can be."

"I've got experience in that area," Liz smiled, "How are you holding up Sha Shan?"

"Oh, I think I've got the beast under control," She beamed.

"You're not supposed to be friends with your ex's new girl, Lizzie," Sally tutted, "It's not done."

"Well it should be done," Liz brushed aside the contempt, "Flash can be a great guy. I'm glad he's with someone who makes him be that guy."

"Thanks, Liz," Sha Shan gave a half smirk.

"This is a disaster!" Sally fell back in her chair and crossed her arms. Her face in a harsh pout as she regrouped. Flash looked over at Rand. They both laughed.

"What's so funny?" Sally growled.

"This disaster will be of biblical proportions," Flash attempted to brush it away.

"What does that mean!" Sally whipped back to Rand.

"What he means is old testament, miss Avril, real wrath of God type stuff."

"Exactly." Gloria chimed in behind a smile.

"Fire and brimstone coming down from the skies! Rivers and seas boiling!" Rand continued in Sally's ever reddening face.

"Forty years of darkness!" Flash laughed. Sha Shan's look of confusion confirmed their plans for the night.

"The dead rising from the grave!" Liz said in her best ghostly voice.

"Human sacrifice, dogs and cats living together, mass hysteria!" Gloria was nearly breathless from laughing by the time she reached cats.

"You're all a bunch of jackasses!" Sally elbowed Rand out of the booth so she could storm off.

"I better go calm her down," Rand said as way of apologizing to the group before he put on a show of concern and tried to catch up with the power walking Avril.

"Well, I see I need to educate my girlfriend," Flash got up and Sha Shan took his offered hand with a cocked eyebrow of amusement.

"Educate me how?" Sha Shan blushed a little. Liz caught that with a soft smile.

"You didn't recognize a quote from the greatest movie ever," Flash announced.

"You've already showed me Anchorman[4], Flash," Sha Shan rolled her eyes.

"There's a five way tie for first," He shook his head, "Tonight I show you Ghostbusters."

"Good night, guys," Liz waved as their group outing dissolved until she was the third wheel on a Glory and Kenny date. She still had half her latte to go. She looked over at Glory, Kenny was shaking his head.

"What's wrong Kenny?"

"Anchorman? The best movie of all time? Inconceiveable!"

"Wow, baby! I guess you do know what that word means." Gloria giggled.

"What'd I say?" Kenny looked at Liz a little cross-eyed.

"You'll figure it out when you're older," Liz licked the foam off of her upper lip. She slipped her phone out of her pocket, "I think I'm going to leave you to your Westley. I'm going to call my Prince Humperdinck."

"I was supposed to tell Peter, MJ said hi," Gloria got up and gave her friend a hug good-bye, "You want to pass that on for me?"

Liz answered with a smile and kept the "Fuck that noise." in her head. She scrolled down to Peter's number and placed the phone at her ear. She hit voice mail at the door.

"Hi, handsome, hope you're not too busy chasing Spider-man to-" That Liz's scream didn't break the glass walls of the Silver Spoon was something of a miracle. Her dropped phone shattered off the concrete.

Liz shivered rigidly as the huge scaled snout sniffed down her torso and hovered over her crotch. Saliva flood fangs flew open and bracketed her waist. She couldn't run for the taloned claws pinching tight her upper arms.

"No, my pet," A toxic sweet aroma pulled The Lizard's teeth away from Liz's delicious nutrients, "The worm goes on the hook. We want to eat the fish. Now let's take her where he will know to look for us."

"Liz! Liz!" Kenny slammed out through the door in time to see the green scaled shadow disappear into the early New York night. Gloria appeared at his side, one of the many witnesses calling 911. Kenny picked up the wreck of Liz's phone, "She doesn't have her GPS. How will they know how to find her?"

"It's a seven foot tall Lizard!" Gloria squeaked as she hung up, "I'm sure that will stick out in a city!"

* * *

The sun beat down on the beach of Grand Cayman. Yawning, Flint Marko awoke and smiled, just for a moment. The beach was littered with vacationers. Women in bikinis or just the bottoms were everywhere. And while many weren't worth the first look, The Sandman didn't have to look much further to find a few worth a hundredth. He looked down at himself. Damn. In his, nap his trunks had reverted to pants and his green striped shirt. He rolled his shoulders and reset his look. Only one man had caught the transformation. He just lowered his sunglasses and sipped his mojito in the shade of the beachside bar.

"How was your first shoot?" Lily had opted for the bottoms only dress code of the beach. Her dark complexion beckoning the sun and reinforcing her tan. Mary Jane wore a full pink bikini, more risque than any she had worn back home but almost conservative in the crowd.

"It went great but he might have been the weirdest photographer ever," MJ recalled, "I can still feel those starfish on my tits. Starfishes?"

"Starfish," Lily confirmed, "And nowhere near the weirdest."

MJ didn't follow that tempting bait. But scouted around the beach. She could hardly tan and had applied her weight in sunscreen. She caught the shade of the bar.

"What's the drinking age?" She asked.

"Supermodel,"[3] Lily smirked. MJ replied the smack on her ass with a false gasp and smirk. She traveled across the white sand leaving her trail of flip flop footprints alonge the way. The bar was helmed by a fit bald black man in his thirties.

"What would you like, senorita?"

"Um..." MJ hesitated as she dragged her eyes across the racks of liquor bottles. There were a few cocktails advertised on chalk boards. MJ hadn't lived her life like a good girl but she hadn't been a drinker in New York. She hesitated another moment.

"My friend here fixes a delicious mojito," The other patron at the bar sipped from his drink. He put it on the counter, "You won't be disappointed..."

"Mary Jane," MJ brushed her hair back over her right ear before accepting the man's hand. He was handsome, for a man old as her father. His blonde hair dye job wasn't the best and MJ didn't care for the mustache but there was something attractive in the confidence with which he carried himself. She turned back to the bartender, "Yes, a Mojito sounds great."

"My name is Roman. What brings you to Grand Cayman?" He asked offering her the stool. MJ accepted his hand as she settled herself next to him.

"I'm here for a shoot," She smiled, "I'm a model, working with Roderick Kingsley."

"He certainly has an eye for beauty," He drew a smile and a blush out of her.

"For the lady," The bartender placed her mojito at her left hand.

"Thank you," She smiled as her companion slid the tip to the bartender. MJ had to admit that with each passing moment she found this man more interesting. Combined with the freedom her escape her had offered her and the atmosphere of paradise, she felt invincible. She absorbed everything and smelted into confidence. Amazing how that can all disappear when she didn't look for her hand and underestimated her reach knocking over her drink and splashing across the bar.

"Oh no, I'm so sor-"

"Don't you dare apologize," He interupted picking up a napkin and dabbing away the liquor that had splashed his Hawaiian shirt, "I never do."

* * *

Peter looked at Liz's number and sent her to voicemail phone back into his jean pocket.

"You're a little warmly dressed for July," Betty met Peter down at their hot dog stand. Well, that's how he remembered it. She thought of it as Joe's.

"What's the scoop?" Peter asked having swung over after getting her urgent text.

"The Lizard's back!" Betty bounced in her flats with radiant glee, "You want to make history a second time with me?"

"The Lizard?" Peter was far more reserved about the news, "Can't be, someone must have gotten the mutagen..."

"There's a mutagen?" Betty's lips fought back her smile to put on a professional look, "C'mon Foswell's on his way over to the Bronx Zoo. I was hoping you had gotten you're Spider-man phone call and we could go to where the real action."

"Phone call? What are yo-" His phone erupted a second time. Gloria, did she even have Peter's number?

"That's him! Answer it, answer it!" Betty's enthusiasm was reaching lethally toxic levels.

Peter made a show to cover his identity. Flippantly, he put The Osberry to his ear. Eyes straight at Betty he figured Gloria would take the joke and he'd be OK, "Hey, this about The Lizard?"

"Oh my God, how did you know? It has Liz!" Peter flinched from the volume.

"Spider-man," Answering Gloria's question and deceiving Betty, "Where are you?"

"We're at The Silver Spoon, the cops are just showing up now." Her panic was receding into a capable terror.

"Alright," Peter said, "We'll get her home safe."

"Her, her who?" Betty asked with at least a little bit of a worry in her voice now that her big scoop was attached to a possible victim.

"Girl got abducted from the Silver Spoon in Midtown." Peter explained, "The cops are on scene. You start there, I'll go after Spidey. I'll text you when we have him."

"Alright," Betty nodded. She turned and hurried out to the street to flag down a taxi. Peter twisted and disappeared in an nearby deadend to pull on the spider mask. He took to the webs the before his clothes and back had been secured under a fire escape. The Lizard was back. The Lizard! Wasn't the gene cleanser supposed to have fixed that? What if it wasn't strong enough? What if it was temporary? No focus, pick your targets and move forward. Spider-man raced to ESU.

* * *

"Betty Brant, Daily Bugle, What's going on here?" The Bugle's newest reporter elbowed to the front of the cordon.

Two uniformed police officers ignored her as they took statements from the few witnesses. A third, a native woman in her early thirties, smiled at the rigidity of the older of the two taking statements. She then walked over to the cordon.

"Ms Brant, was it? My name is Captain Jean DeWolff," She introduced herself.

"Thank you Captain DeWolff," Betty clicked on the voice recorder app of her phone underneath a notepad, "I was hoping you could tell me what happened here."

"What we have is a witnessed kidnapping," Captain DeWolff said as Betty scribbled, "We are enacting an Amber Alert for one Elizabeth Allen. She's a seventeen year old Puerto Rican girl, five foot seven and a hundred and twenty pounds. She goes by Liz and was last seen wearing a purple and pink t-shirt, light brown shorts and white tennis shoes. We have just put out the APB."

"And the description of the kidnapper?" She looked up at the look on Captain DeWolff's, "Kidnappers?"

"There was an African American woman in her mid-twenties and..." She narrowed her eyes, "An unidentified male."

"My sources have suggested The Lizard had been seen," Betty Brant met a defensive glare.

"I will not engage in baseless speculation Ms Brant," The Captain said, "Our community outreach will supply The Bugle with a picture of the victim. Hopefully, with the help of the community we will bring her home soon and safely."

"Hopefully, Spider-man will have her home by the time the presses roll tonight."

"No, Ms Brant," DeWolff said sharply, "I spoke with you because the Bugle has been an ally in our endeavours to crack down on vigilantism. Hopefully, Spider-man will stay at home and let trained and accountable professionals take care of the citizens of New York. Good evening, Ms Brant."

Jean DeWolff walked away from Betty's "Just a few more questions, please." Betty clicked off her app and switched over to texting as she wriggled back out of the wall gawkers.

"GIRL missing from silver spoon liz allen Think it was the Lizard but not confirmed woman involved as well" she fired her first text off to Peter. She followed with "Where are you"

It was a few minutes after she got back. "Started at the ESU lab. Lizard was here. Talked to a tech but this must have happened before Silver Spoon. I know Liz."

"Oh, shit, Peter." Betty muttered as she read the text.

"Peter Parker? Do you know him from The Bugle?" A shrill black teenager under the shadow of a giant of an Asian teen.

"Yes," Betty turned quickly clicking back on her recorder.

"It took Liz! And then the woman-The woman said that she was going to use Liz as bait."

"Bait? For who?"

"We don't know! Maybe her dad, Mr Allen owns several hotels and has money," The black girl was on the verge of breaking down. Her boyfriend, clearly, settled his hands on her shoulders and she took a deep breath, "It doesn't make any sense. She said something about going somewhere he'd know to look for her."

"OK," Betty put her hand on the girl's arm just under the big guy's hand, "I'm going to pass this on to Peter. He's following Spider-man right now."

"He's not going to get hurt! Tell him to be careful!"

"I will, I promise," Betty gave a reassuring smile. She turned back to her phone and was interrupted again.

"Betty, hi! What have you got for me?" Frederick Foswell was a half inch too close to the assistant-cum-reporter.

"Nice try, Foswell," She grinned, "But I've got my own leads and I'm running them down."

"Good on you, kid," Foswell smiled, "I don't mind giving you a hand up though, Bronx zoo was a bust."

"You're getting soft, Foswell," Betty said as she walked on.

"Better than getting too hard, kid," Foswell waved, "Write the hell out of this story."

Betty waved down another cab as she updated Peter again.

* * *

The old brownstone in Noho had barely six days of rest before the next couple had moved in. A newlywed couple had dug in with relish. It was a beautiful home and in a warm neighborhood. The new couple loved the old finish outdoors and the renovated insides. A new boiler gurgled silently in the basement just under newly laid hardwood floors. They had christened the kitchen counters, the staircase bannisters and the pristine new shower. They had quickly cluttered the rooms with old comfortable furniture and a clash of artwork and personal photos. The kitchen smelled more often of delivered chinese than home cooked meals but they were happy to call it home. If they had any complaints they were for the long claw gouge marks on their front door and stone walls. The giant cold blooded monster resting on their roof also messed with their feng shui.

"Sit quietly, petite," Calypso bade Liz. The July night air was warm but the teenager shivered. The sickengly toxic scent had lost its sweetness and the Lizard rested on the still sun warm roofing tiles. He barely moved.

"I don't know what you want," Liz had exhausted her panic and was in a sort of ground emotional state.

"You'll serve your purpose," Calypso said with an air of compassion, "And then we'll be done with you."

Those words did little to reassure Liz and so she waited. Her thin form was huddled behind a brick outcropping and her arms were wrapped tightly around her kness. The little breeze chilled her more than its temperature.

Suddenly, causing Liz to retreat away, the Lizard rose up and cocked his head down towards Broadway. Calypso licked her lips as a manicured nail slashed the seal on her stolen vial. Deep under hers and Liz's senses, a coppery taste tingled the Lizard's predator's brain. His vertically slitted eyes shed their yellow sclera for vivid red.

* * *

Texting while webswinging was an idiot's game. Even with his Spider-sense hyperactively attuned and the Osberry webbed to his wrist, Spider-man narrowly avoided a crosstown bus and a flower shop's awning. The lab had been a bust. Another pair of cops were leaving as he arrived but from the skylight Spider-man could tell the Lizard had torn open a refrigerator and promptly left. Spider-man had worried the Jupiter Spores had been in there. Betty's description of a black woman reminded Spider-man of Calypso. The pit of his stomach grew cold remembering the fall he had given Kraven. Betty said he would have gone somewhere familiar and said the Bronx zoo was out. The Lizard had once retreated underground, but that wasn't familiar, that was, to a reptile, comfortable. Spider-man picked his best guess and swung uptown towards the old Conners home. After a half dozen swings, the hero sent his unpunctuated text to Betty about where he was "following" Spider-man. He them had to tear the phone from his wrist to set it back under his utility belt. He had another near miss with traffic.

The silhouette on the brownstone was unmistakable. The riffling fur lined hood, the Jesus Christ pose, her incredible curves. How had Calypso discovered the Lizard? How had the Lizard overcome the gene cleanser? He had nearly as many questions as he had tingles.

"Whoa! Lizzie! I'm happy to see you too but I'm not as much of a hugger as you!" The Lizard had rocketed up from the side of the home as Peter moved to set down on the roof. He dodge the rake but Calypso's quick hand had splashed a cool red liquid across his emblem. Spider-man landed one hand, webbed the rear foot of the Lizard and used his wall-sticking fingers to spin on his shoulder and kick the momentarily staggered reptile across the snout. He kept spinning, throwing his camera from his belt to catch in the window of the neighbor's home.

"You've knocked down my love, Spider-man," The witch hissed better than her Lizard, "But the hunter will not stay down! None of your enemies shall stay down! I shall raise an army of your hated foes and shred you limb from limb for what you have done!"

"Are you sure? Because I have to say you don't look like you have the upper body strength to lift up Rhino." Spider-man weaved under slash but the Lizard spun totally around and the tail him him like a ton of bricks. He grunted hard for the camera, the light from his flash perfectly capturing his brutal blow. He skipped over the tiles one the roof away from the camera.

"Peter?" Liz rose up and swiveled her head towards the flash. The street lights didn't reach and the houses were dark. She looked at the Lizard, the witch and the wardrobe but saw she was no longer under any scrutiny. Another flash. "Peter."

"You know Lizzie, I get how the girls go for wild for the shirtless guys with rock hard abs and steel tough scales but you really rocked that labcoat," Spider-man kicked up off the roof and leapfrogged over the charging claws and fangs. He watched the tail this time. He caught the bludgeon in a bear hug. He set his feet down on the roof's stone rim. He used every muscle from his ankles to his shoulders and with every ounce of force he could muster he levered The Lizard over in a savage suplex. The hard tiles cracked and shattered under the back of the Lizard. The frame of the house moaned with stress. The Lizard hissed with rage.

"You won't stop my pet with such trivial blows," Calypso sashayed closer and the cloying air envigored The Lizard. Spider-man was diving off the edge of the roof. The Lizard streamed past him with millimeters of air between razor sharp talons and vital organs, "He is a weapon of madness. Sheer hunger. The perfect predator."

A small Toyota had caved in and had been shredded apart where the Lizard had landed. The monster barely took the moment to reorient himself before soaring the distance back to the home and scrabbling up the wall with terrifying speed. Spider-man had landed face to Calypso and the tingles shrieking.

"He's a good man not your filthy pet," Spider-man snarled. He crouched flat to the ground as the The Lizard's head rose over the lip of the roof. Fangs slammed shut in the air once occupied by the hero. Spider-man snapped a tight bear hug around the Lizard's jaws. One hand webbing over scales and across bloodshot eyes. Flailing claws were too close to dodge perfectly. Nicks littered the legs of his uniform. Scaled nostrils flared and vibrated. Spider-man shifted all his weight and the pair corkscrewed along the tiles of the roof. Spider-man managed to let go and let the Lizard fly from the roof.

"Hyaah!" Shrieked Liz. She had managed to slink down a lattice on the backside of the house. Her feet had just touched the ground when the monster came crashing from overhead. A little garden, just beginning to bear sprouts dusted up under the bulk of the Lizard.

"Li-Girl get out of there!" Spider-man yelled as he dove over the edge and towards the Lizard. Liz had smartly run off to the next home. She had seen a few flashes from the windows and was certain Peter had broken into the home and was taking pictures from the upstairs window. She banged and cried on the back door when she found it lock. No one was coming to let her in. She looked back.

The Lizard had reared up as Spider-man had leapt at him. There was little one could do when one was commited to being a ballistic projectile. The Lizard raked a strong blow across Spider-man's chest. Spider-man cried out. The tail impacted the rake and Spider-man was a line drive down the first base line. He hit the wall bodily.

"That's the way my pet," A new smell followed a drizzle onto Spider-man's mask, "Taste your prey."

"Don't be rude, Lizzie," Spider-man fired his web perfectly vertical as the monster rushed towards him. The line caught; Calypso swore. Spider-man pulled her down with him, "You should wait until the lady is seated."

Powders ands perfumes, talisman and tonics, scents and spices were meticulously hung from Calypso's belt. Spider-man caughter her around the waist, turning her aside from Lizard's rampage but encouraging all the elixers to shatter and spill. The Lizard stopped dead. He was horrified and confused by the cloud of stink that he had run into. He scrambled away and leapt the far house.

"What have you do-" Calypso tried to chew him out but his webbing got in and over her mouth. She was affixed to the wall. A business card stuck over her ear.

"You throw a killer party, girl," Spider-man threw his web to leave, "But you may want to dial it back on the perfume, perhaps your dance partner will stick around longer."

Spider-man took off after the fleeing Lizard.

Liz had had to run four more houses down to find a path out to the street. She was hurrying down to find a young woman furiously scribbling on a pad of paper as the last flashes of Peter's camera disappeared from the window.

"Peter!" Liz shouted and started to run towards the house. The Lizard and the crazy woman appeared to have disappeared.

"Wait!" The young woman shouted chasing after her. The sounds of police sirens exploded and the flashes of red and blue were on their way down the street. Both women ran.

"Elizabeth Allen!" Shouted the young woman. Liz stopped and the short haired brunette caught up.

"It's just Liz," Liz panted. Whatever adrenaline seeing Spider-man and the Lizard fight had given her. it was petering out.

"I'm Betty. Betty Brant, Daily Bugle."

"You're here with Peter?"

"Yes," Betty smiled, "He's helping me find you."

"He came for me?" Liz's shellshocked look rotted into a smile.

"Yes," Betty gave that tidbit to her, "He also needs this to get back into The Bugle. You can help him if you'll answer my questions."

"I have to let him know I'm OK," Liz shook her head at Betty, "I-I don't have my phone."

"I'll text him," Betty assured Liz, "He'll know."

Liz watched Betty type into her smartphone while catching her breath. "Thank you, Betty."

"Anything for a friend of Peter's," Betty smiled and tapped send.

* * *

"They really should put the frequency you have to go into subterranean tunnels on the first page of the superheroing pamphlet," Spider-man grumbled, "Become a superhero! Learn the taste of exploding pumpkins! Your best friend gets the girl! Hated in the papers! Black Cat! Oh, well I guess there is an upside."

He had followed the chilling screams, slamming doors, squealing tires and huntings hisses up Lafayette Street for a couple of blocks before he saw the gouge torn out of the curb. The storm grate and a chunk of the concrete were under a deep divot in the wall across the street. Spider-man trusted his spider-sense and dove in.

"This is what straight A's gets you," He muttered. The trail beneath was less obvious but enough tears in the walls and ceiling chased after the Lizard. Peter ran along the wall, the slow moving runnel of rotting death on the floor made him pick the slightly stale mould of the wall instead. He chased The Lizard down stream but didn't travel far. The tunnel poured into a large chamber. A grated balcony ran the perimeter a half foot over the influent stream. The flecks of rust and other detritus told Spider-man it wasn't always high enough. He leapt the grate and landed on the yellow guard rail. Thick pipes carrying steam and cold water ran along the roof and through walls into other tunnels. Six more streams dripped their slow moving sludge into the middle of the room where a wider slightly steeper tunnel ran the waste towards the East River. The Lizard rested with his eyes closed in the confluence of pipes and elbows.

"There's a good monster," Spider-man said softly. The nostrils move towards him and flared. Spider-man went stock still. The eyes open. The angry blood vessels had retreated but those yellow eyes were no less threatening, "C'mon Doctor Connors, it's a nice time for a nap."

Wondering if reptiles liked lullabies before realizing he didn't know any, Spider-man watch The Lizard shut his eyes. Peter reached into the back of his utility belt. The first reason he had checked the ESU lab wasn't to see if The Lizard had been there, it was to fetch a vial of gene cleanser.

"Aw, poop," He said as he found the cracked vial had leaked all over his tailbone. At websling speed it would only take him a few minutes to go fetch another vial. He reached for a spider tracer. His phone beeped with a text message.

Lizard's eye flashed opened and he screamed a roar. Spider-man rapidly leapt to the right. He avoided the charge and managed to throw his tracer The yellow steel guard rail didn't shear through from the Lizard's claws but they were gouged deep enough to show they were made from hollow tubes.

Spider-man twisted ready to fight but the Lizard dived down into the muck and took off down the tunnel.

"Dammit! If he goes too deep there's no way my phone will be able to track him!" Spider-man had one choice he had to bring The Lizard back to the lab. He swung down to the lower tunnels after The Lizard, "Ew."

No light was down this deep. Above storm drain grates had let in streetlights and the central collector had its own electric lights but through the cloying slick tunnel, Spider-man only had the spider-sense under his skin and the spidey signal on his belt. Turning on the red-faced light set his spider-sense off and The Lizard leapt at him.

"I just figured I'd set the mood first, Lizzie! Waiting makes it even more special," Spider-man kicked off the wall and punched Lizard straight across the face.

"Sssssspider-man," The Lizard snarled.

"Wait, what?" Spider-man looked up in time to see the spinning tail. His surprise overrode his alarm system and sent in skipping across the black water. The Lizard rushed at him and Spider-man managed to slither underneath the stampede of talons and wiggle leap away from the thrashing tail. The Lizard kept running deeper.

"Doctor Conners!" Spider-man's voice echoed along the brick tunnel and he shook the slick off him as he ran down after the Lizard. The light from his belt buckle a spotlight on black and green scales. "Wait!"

The tunnel turned slowly, enough a non spider-sense assisted hero could lose his bearings and enough that Spider-man was surprised to find the flow dumped into a digester. The opening gave The Lizard an opening to disappear out of the light. Spider-man

The cold from being so deep underground fought with the heat released to create a cloying moist environment like that of a cool swamp. The digester was working well so the stink of the previous tunnels smelled much more earthy. The biggest stink of crap was on Spider-man suits and The Lizard's scales.

"Doctor Conners!" Spider-man called out as he entered the big circular digester. Vents pumped air in and it was a treat to get the oxygen flavored with car exhaust again. Another big tunnel dumped into the digester and a third cleaner looking tunnel carried away the treated waste. The spider-signal swept across the walls and the surface. "Don't tell me disappeared down one of the tunnels already. Or worse."

The signal moved over the water. The spider-sense told him to get out of the way. Spider-man cartwheeled over the wall as the Lizard dropped down from overhead.

"Doctor Conners! I already heard you once," Spider-man called out. His boots were stuck in clayish waste and Spider-man refused to look down, "I can help you. There's a cure at your lab. Come with me."

"Nah-not 'nuff," The Lizard looked hard at Spider-man, "Sssspider-man."

The Lizard charged again and Spider-man was set to leap away. The muck under his feet seemed to have a mind of its own and he didn't sense it shift. The Lizard had him by the bicep and the chest. Rivulets of blood trickled from under squeezing claws. The Lizard closed his fangs and through Spider-man bodily all the way over the digester. The hero slammed his back into the far wall.

"All right, Lizzie!" Spider-man couldn't help the angery. He was hurt and soiled and knowing there was no way he was getting the Lizard to the ESU lab while the monster was conscious, "This will slow you down."

Spider-man leapt over the vaulted ceiling. Chasing around the Lizard but avoiding slash after club. The exits became walls of webbing. Tight wires of white web crisscrossed the room faster than the Lizard could tear them down. Snaps of fangs and shrieks of nail on stone met the wet twang of the webs as Spider-man constructed his web. Spider-man dangled from the middle of the room.

"Alright Lizzie," Spider-man balanced in the center confluence of webs, "This where we end it."

"Ssstupid ssspider!" The Lizard snarled but took the bait and leapt over the vat at Spider-man.

"No, stupid Lizard!" Spider-man grabbed both of The Lizards wrists and slammed the monster belly down into the webs. Half the webs snapped and were pulled like elastics mummifyng scales. The Lizard's left leg was pinned to his ribs. The other webs held and the big reptile thrashed over the digester. He was locked up too far from his hands or his fangs to tear apart the webs and with no leverage to break them with his own strength, "This is going to hurt but its the only way to get you to the lab."

"No, Sspider-man!" The Lizard said with clearer insistence than he had, "The gene cleansser iss not perfect."

"What do you mean, doc?" Spider-man stopped his fist a centimeter from The Lizard's head.

"Whatever happened to me had lefst me a back door to become thsiss," He growled, "I will not put Marthsa and Billy at rissk."

"But in the lab you could find the problem and correct it," Spider-man argued, "And the gene cleanser must have helped a little. You couldn't even think last time."

"It'ss better, yess," The Lizard's yellow eyes looked more clever than predatory to Spider-man for the first time, "Sstill too dangerouss. Calypsso even if the policse have her, could ssell how to control me to anyone. Marthsa and Billy not safe if anyone knowss where I am. Even you Sspider-man."

"I don't think this is the right call, Doc," Spider-man plead.

"Not your call," The Lizard rolled his shoulders, "My ressponssibilty."

There was thunderous snap as the Lizard kicked the leg at his side to shred the webs across his chest and belly. The few over his wrists tail were not enough to hold him. More webs snapped and the Lizard belly flopped into the digester. Spider-man instinctively shot webs after The Lizard. The webbing dispersed into the mire. The spider tracer slowly floated to the surface on a foamy bubble.

"No, I can't help you without that! Doctor Conners!" But his plea was only answered with his own echo.

"Please let Aunt May have tomato juice in the fridge!" Spider-man prayed as he leapt from the roof and dove into the muck. He couldn't see in the sludge and his spidey sense remained silent. The Lizard was nowhere to be found. Spider-man broke the surface. "See you soon Doc. Hopefully after your skin clears up."

* * *

"Ms Whitman?" Miles sent his assistant into a startled jump as he called to her, "My apologies. If you need some time, I can make due while you're at home recovering."

"This place needs to be cleaned up so we can get back to work as soon as possible. I can do my work well," Debra stood as tall as she could.

"Of that there is no doubt," Doctor Warren said, "Has the new safe arrived?"

"It's installed in the wall in the office. The combination is 6 left, 1 right, and 6 left," She said.

"I'll be changing that," He announced and made a direct line for the office. He stopped at the door, "Doctor Kafka will be bringing by two of our subjects. Mr Dillon and Mr Kasady. I know how Mr Kasady makes you feel, you really should take the day off."

Debra took a deep breath and returned to the sinks. Not all of the glassware had been destroyed and it was on her shoulders to clean them. Using diluted detergent and wire scouring brushes she set to work. The effort eased her nervousness and the routine helped her along. She began thinking of her novel, impatient to have Barbara reunited with her love. She made mental plans for a long quiet night quite soon.

The foamy water staggered in it's swirl down the drain. Coughing fat bubbles gurgled up through the drain.

"Of course..." Debra sighed. She knelt to fetch some drain cleaner from the steel cupboard at her knees. The noise then turned. Not simply flatulent gulps but knocking and shaking and rotting steel. Debra rose and peered into the steel dain. The slight green color to the water and the layer of bubbles retreated to the sink's edges. A heart like a dark shadow was deep in the drain. Her heart began hammering. Maybe she would take the day off? A fat bubble rose up and popped. The stink of sewage burned.

"Oh, that's rancid," Debra flinched away, reatreating just over an inch to dodge the upheaval. Black tendrils spat jaggedly up through the soapy water. Debra screamed until she collapsed.

* * *

Next: Environmental Science 312: Spreading Contamination

The notes occurred out of order because I didn't write anything in order and this time I really don't feel like fixing them.

[1]It really works for any reptile, be they Lizard or Snake.

[2]Littleblackduck isn't a story but my favorite Spider-Man fanfiction author. If you haven't tried his stories When Spidey Met Batgirl and When Spidey Met Oracle you're missing out.

[3]18 for all my hideous brothers and sisters.

[4]I had been stuck on this scene for weeks, so sure, I just ripped off Ghostbusters. The reference to Anchorman being the best movie ever is in response to the two really decent frat guys I knew at university. They never had high calibre tastes though. You want to seriously quote a movie? Office Space all the way.

* * *

Author's Note: The next update will not be as quickly released as these last chapters. Don't expect it before 2016.


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